Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and
state how it was determined):

(4)

Proposed maximum aggregate value of transaction:

(5)

Total fee paid:

¨

Fee paid previously with preliminary materials.

¨

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously.
Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

You are cordially invited to attend the Starbucks Corporation 2011 Annual Meeting of Shareholders on March 23, 2011 at 10 a.m.
(Pacific Time). The meeting will be held at Marion Oliver McCaw Hall at the Seattle Center, located on Mercer Street, between Third and Fourth Avenues, in Seattle, Washington. Directions to McCaw Hall and transportation information appear on the
back cover of the notice of annual meeting and proxy statement.

Under the Securities and Exchange Commission rules that allow
companies to furnish proxy materials to shareholders over the Internet, Starbucks has elected to deliver our proxy materials to the majority of our shareholders over the Internet. This delivery process allows us to provide shareholders with the
information they need, while at the same time conserving natural resources and lowering the cost of delivery. On February 4, 2011, we mailed to our shareholders a Notice of Internet Availability of Proxy Materials (the Notice) containing
instructions on how to access our proxy statement for our 2011 Annual Meeting of Shareholders and 2010 annual report to shareholders. The Notice also provides instructions on how to vote online or by telephone and includes instructions on how to
receive a paper copy of the proxy materials by mail. The Notice will serve as an admission ticket for one shareholder to attend the 2011 Annual Meeting of Shareholders. On February 4, 2011, we also first mailed this proxy statement and the enclosed
proxy card to certain shareholders. If you received a paper copy of the proxy materials in the mail, the proxy statement includes an admission ticket for one shareholder to attend the Annual Meeting of Shareholders. Each attendee must present
the Notice, an admission ticket or other proper form of documentation (as described in the section Annual Meeting Information in the proxy statement) to be admitted.

The matters to be acted upon are described in the notice of annual meeting and proxy statement. At the Annual Meeting of Shareholders, we
will also report on our operations and respond to questions from shareholders.

As always, we anticipate a large number of
attendees at the Annual Meeting of Shareholders. Again this year, seating will be limited to McCaw Hall only, and we cannot guarantee seating for all shareholders. Shareholders may also log onto a live webcast of the meeting; please
see details on our Investor Relations website at http://investor.starbucks.com. Doors will open at 8 a.m. (Pacific Time) the day of the event.

YOUR VOTE IS VERY IMPORTANT. Whether or not you plan to attend the Annual Meeting of Shareholders, we urge you to vote and submit your proxy by the Internet, telephone or mail in order to ensure
the presence of a quorum. If you attend the meeting you will, of course, have the right to revoke the proxy and vote your shares in person. If you hold your shares through an account with a brokerage firm, bank or other nominee, please follow the
instructions you receive from them to vote your shares.

The Annual Meeting of Shareholders of Starbucks Corporation will be held at Marion Oliver McCaw Hall at the Seattle
Center, located on Mercer Street, between Third and Fourth Avenues, in Seattle, Washington, on March 23, 2011 at 10 a.m. (Pacific Time) for the following purposes:

1.

To elect ten directors nominated by the board of directors to serve until the 2012 Annual Meeting of Shareholders;

2.

To approve an advisory resolution on executive compensation;

3.

To conduct an advisory vote on the frequency of future advisory votes on executive compensation;

To approve an amendment and restatement of the 2005 Long-Term Equity Incentive Plan, including an increase in the number of authorized shares under the plan;

6.

To ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending October 2, 2011;

7.

To consider one shareholder proposal described in the accompanying proxy statement, if properly presented at the Annual Meeting of Shareholders; and

8.

To transact such other business as may properly come before the Annual Meeting of Shareholders.

Only shareholders of record at the close of business on January 13, 2011 will be entitled to notice of and to vote at the Annual
Meeting of Shareholders and any adjournments thereof.

Important Notice Regarding the Availability of Proxy Materials
for the Annual Meeting of Shareholders to be Held on March 23, 2011. Our proxy statement is attached. Financial and other information concerning Starbucks is contained in our annual report to shareholders for the fiscal year ended
October 3, 2010. The proxy statement and our fiscal 2010 annual report to shareholders are available on our website at http://investor.starbucks.com. Additionally, and in accordance with Securities and Exchange Commission rules, you may access
our proxy materials at www.proxyvote.com.

YOUR VOTE IS VERY IMPORTANT. Whether or not you plan to attend the
Annual Meeting of Shareholders, we urge you to vote and submit your proxy in order to ensure the presence of a quorum.

Registered holders may vote:

1.

By Internet: go to www.proxyvote.com;

2.

By toll-free telephone: call 1-800-690-6903; or

3.

By mail (if you received a paper copy of the proxy materials by mail): mark, sign, date and promptly mail the enclosed proxy card in the postage-paid envelope.

We are making this
proxy statement available to you on or about February 4, 2011 in connection with the solicitation of proxies by our board of directors for the Starbucks Corporation 2011 Annual Meeting of Shareholders. At Starbucks and in this proxy statement, we
refer to our employees as partners. Also in this proxy statement we sometimes refer to Starbucks as the Company, we or us, and to the 2011 Annual Meeting of Shareholders as the annual meeting. When we
refer to the Companys fiscal year, we mean the annual period ending on the Sunday closest to September 30 of the stated year. Information in this proxy statement for 2010 generally refers to our 2010 fiscal year, which was from
September 28, 2009 through October 3, 2010 (fiscal 2010). Fiscal 2010 included 53 weeks, with the
53rd week falling in the fourth fiscal quarter. Fiscal
years 2009 and 2008 included 52 weeks.

Voting Information

Record Date. The record date for the annual meeting is January 13, 2011. On the record date,
there were 745,684,269 shares of our common stock outstanding and there were no outstanding shares of any other class of stock.

Voting Your Proxy. Holders of shares of common stock are entitled to cast one vote per share on all matters. Proxies will be voted as instructed by the shareholder or
shareholders granting the proxy. Unless contrary instructions are specified, if the proxy is completed and submitted (and not revoked) prior to the annual meeting, the shares of Starbucks common stock represented by the proxy will be voted:
(i) FOR the election of each of the ten director candidates nominated by the board of directors; (ii) FOR approval of the advisory resolution on executive compensation; (iii) to conduct future advisory votes on executive
compensation EVERY YEAR; (iv) FOR approval of the revised performance criteria under the 2005 Long-Term Equity Incentive Plan; (v) FOR approval of the amended and restated 2005 Long-Term Equity Incentive Plan,
including an increase in the number of authorized shares under the plan; (vi) FOR the ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending
October 2, 2011 (fiscal 2011); (vii) AGAINST the shareholder proposal regarding recycling strategy for beverage containers; and (viii) in accordance with the best judgment of the named proxies on any other matters
properly brought before the annual meeting.

Revoking Your Proxy. A shareholder who
delivers an executed proxy pursuant to this solicitation may revoke it at any time before it is exercised by (i) executing and delivering a later-dated proxy card to our corporate secretary prior to the annual meeting; (ii) delivering
written notice of revocation of the proxy to our corporate secretary prior to the annual meeting; or (iii) attending and voting in person at the annual meeting. Attendance at the annual meeting, in and of itself, will not constitute a
revocation of a proxy. If you voted by telephone or the Internet and wish to change your vote, you may call the toll-free number or go to the Internet site, as may be applicable in the case of your earlier vote, and follow the directions for
changing your vote.

Vote Required. The presence, in person or by proxy, of holders of a
majority of the outstanding shares of Starbucks common stock is required to constitute a quorum for the transaction of business at the annual meeting. Abstentions and broker non-votes (shares held by a broker or nominee that does not
have discretionary authority to vote on a particular matter and has not received voting instructions from its client) are counted for

purposes of determining the presence or absence of a quorum for the transaction of business at the annual meeting. If a quorum is present, a nominee for election to a position on the board of
directors will be elected as a director if the votes cast for the nominee exceed the votes cast against the nominee. If a quorum is present, approval of the advisory resolution on executive compensation, advisory approval of the frequency of future
advisory votes on executive compensation, approval of the revised performance criteria under the 2005 Long-Term Equity Incentive Plan, approval of the amended and restated 2005 Long-Term Equity Incentive Plan, including an increase in the number of
authorized shares under the plan, ratification of our independent registered public accounting firm and approval of the shareholder proposal, and any other matters that properly come before the meeting, require that the votes cast in favor of such
actions exceed the votes cast against such actions. The following will not be votes cast and will not count towards the election of any director nominee or approval of the other proposals: (i) broker non-votes; (ii) a share whose ballot is
marked as abstain; (iii) a share otherwise present at the annual meeting but for which there is an abstention; and (iv) a share otherwise present at the annual meeting as to which a shareholder gives no authority or direction.

Rules that govern how brokers vote your shares have recently changed. Unless you provide voting instructions to any broker holding shares
on your behalf, your broker may no longer use discretionary authority to vote your shares on any of the matters to be considered at the annual meeting other than the ratification of our independent registered public accounting firm. Please vote your
proxy so your vote can be counted. Proxies and ballots will be received and tabulated by Broadridge Financial Services, our inspector of elections for the annual meeting.

Majority Vote Standard in Uncontested Director Elections

We have adopted majority voting procedures for the election of directors in uncontested elections. In an uncontested election, nominees must receive more for than against votes to
be elected. The term of any incumbent director who does not receive a majority of votes cast in an election held under the majority voting standard terminates on the earliest to occur of (i) 90 days after the date election results are
certified; (ii) the date the director resigns; or (iii) the date the board of directors fills the position. As provided in our bylaws, a contested election is one in which:



as of the last day for giving notice of a shareholder nominee, a shareholder has nominated a candidate for director according to the requirements of
our bylaws; and



the board of directors considers that a shareholder candidacy has created a bona fide election contest.

The election of directors at the 2011 annual meeting is an uncontested election.

PROPOSAL 1  ELECTION OF DIRECTORS

In accordance with our bylaws, our board of directors has set its size at eleven members; there are currently eleven members. Under our
bylaws, the number of directors may be changed at any time by a resolution of the board of directors. Each of the eleven current directors was elected at the 2010 annual meeting and their terms expire upon the election and qualification of the
directors to be elected at the 2011 annual meeting. Barbara Bass will be retiring from the board of directors as of the conclusion of the annual meeting, at which time the size of the board will be reduced to ten members. The board of directors has
nominated the remaining ten directors for re-election at the annual meeting, to serve until the 2012 Annual Meeting of Shareholders and until their respective successors have been elected and qualified.

Unless otherwise directed, the persons named in the proxy intend to vote all proxies FOR the election of the nominees, as listed
below, each of whom has consented to serve as a director if elected. If, at the time of the annual meeting, any nominee is unable or declines to serve as a director, the discretionary authority provided in the enclosed proxy will be exercised to
vote for a substitute candidate designated by the board of directors, unless

the board chooses to reduce its own size. The board of directors has no reason to believe any of the nominees will be unable or will decline to serve if elected. Proxies cannot be voted for more
than ten persons since that is the total number of nominees.

Set forth below is certain information furnished to us by the
director nominees. There are no family relationships among any of our current directors or executive officers. None of the corporations or other organizations referenced in the biographical information below is a parent, subsidiary or other
affiliate of Starbucks.

We believe that our directors should satisfy a number of qualifications, including demonstrated
integrity, a record of personal accomplishments, a commitment to participation in board activities and other traits discussed below in Our Director Nominations Process. We also endeavor to have a board representing a range of skills and
depth of experience in areas that are relevant to and contribute to the boards oversight of the Companys global activities. Following the biographical information for each director nominee, we describe the key experience, qualifications
and skills our directors bring to the board that, for reasons discussed below, are important in light of Starbucks businesses and structure. The board considered these experiences, qualifications and skills and the directors other
qualifications in determining to recommend that the directors be nominated for re-election.



Food and beverage industry experience. As the premier roaster and retailer of specialty coffee in the world, we seek
directors who have knowledge of and experience in the food and beverage industry, which is useful in understanding the products that we develop and our licensing operations.



Brand marketing experience. Brand marketing experience is important for our directors to have because of the importance
of image and reputation in the specialty coffee business and our objective to maintain Starbucks standing as one of the most recognized and respected brands in the world.



International operations and distribution experience. Starbucks has a strong global presence with retail and/or roasting
operations in over 50 countries around the world and approximately 30,000 partners employed outside the U.S. Accordingly, international operations and distribution experience is important for our directors to have, especially as we continue to
expand globally and develop new channels of distribution.



Domestic and international public policy experience. We believe that it is important for our directors to have domestic
and international public policy experience in order to help us address significant public policy issues, adapt to different business and regulatory environments and facilitate our work with governments all over the world.



Media and communications experience. As a consumer retail company, it is important for our directors to have media and
communications experience, especially as this experience relates to the Internet, technology and social media, which can provide insight and perspective with respect to our marketing operations.



Public company board experience. Directors who have served on other public company boards can offer advice and
perspective with respect to board dynamics and operations, relations between the board and Starbucks management and other matters, including corporate governance, executive compensation and oversight of strategic, operational and compliance-related
matters.



Senior leadership experience. We believe that it is important for our directors to have served in senior leadership roles
at other organizations, which demonstrates strong abilities to motivate and manage others, to identify and develop leadership qualities in others and to manage organizations.

HOWARD SCHULTZ, 57, is the founder of Starbucks Corporation and serves as our chairman, president and chief executive officer.
Mr. Schultz has served as chairman of the board of directors since our inception in 1985, and in January 2008, he reassumed the role of president and chief executive officer. From June 2000 to February 2005, Mr. Schultz also held the title
of chief global strategist. From November 1985 to June 2000, he served as chairman of the board and chief executive officer. From November 1985 to June 1994, Mr. Schultz also served as president. From January 1986 to July 1987, Mr. Schultz
was the chairman of the board, chief executive officer and president of Il Giornale Coffee Company, a predecessor to the Company. From September 1982 to December 1985, Mr. Schultz was the director of retail operations and marketing for
Starbucks Coffee Company, a predecessor to the Company.

Director Qualifications: As the
founder of Starbucks, Mr. Schultz has demonstrated a record of innovation, achievement and leadership. This experience provides the board of directors with a unique perspective into the operations and vision for Starbucks. Through his
experience as the chairman, president and chief executive officer, Mr. Schultz is also able to provide the board of directors with insight and information regarding Starbucks strategy, operations and business. In addition,
Mr. Schultzs almost 30 years of experience with Starbucks brings to the board extensive experience in the food and beverage industry, brand marketing and international distribution and operations.

WILLIAM W. BRADLEY, 67, has been a Starbucks director since June 2003. Since 2000, Mr. Bradley has been a managing director of
Allen & Company LLC, an investment banking firm. From 2001 until 2004, he acted as chief outside advisor to McKinsey & Companys non-profit practice. In 2000, Mr. Bradley was a candidate for the Democratic nomination for
President of the United States. He served as a senior advisor and vice chairman of the International Council of JP Morgan & Co., Inc. from 1997 through 1999. During that time, Mr. Bradley also worked as an essayist for CBS Evening
News, and as a visiting professor at Stanford University, Notre Dame University and the University of Maryland. Mr. Bradley served in the U.S. Senate from 1979 until 1997, representing the State of New Jersey. Prior to serving in the
U.S. Senate, he was an Olympic gold medalist in 1964, and from 1967 through 1977 he played professional basketball for the New York Knicks, during which time they won two world championships. Mr. Bradley previously served on the board of
directors of Seagate Technology and currently serves on the boards of directors of Willis Group Holdings Limited and QuinStreet, Inc.

Director Qualifications: Based on over 18 years in the U.S. Senate, Mr. Bradley has a deep understanding of U.S. governmental and regulatory affairs and
public policy. He is able to provide the board of directors with unique insights into Starbucks strategy, operations and business. Mr. Bradley also has extensive experience in the private sector, including in financial services and media,
as well as experience as a director on the boards of other publicly-traded companies.

MELLODY HOBSON, 41, has been a
Starbucks director since February 2005. Ms. Hobson has served as the president and a director of Ariel Investments, LLC, a Chicago-based investment management firm since 2000, and as the chairman since 2006 and a trustee since 1993 of
the mutual funds it manages. She previously served as senior vice president and director of marketing at Ariel Capital Management, Inc. from 1994 to 2000, and as vice president of marketing at Ariel Capital Management, Inc. from 1991 to 1994.
Ms. Hobson works with a variety of civic and professional institutions, including serving as a director of the Chicago Public Library as well as its foundation and as a board member of the Field Museum and the Chicago Public Education Fund.
Ms. Hobson also serves on the boards of directors of DreamWorks Animation SKG, Inc. and The Estee Lauder Companies, Inc. Additionally, she is on the board of governors of the Investment Company Institute.

Director Qualifications: As the president and a director of a large investment company, Ms. Hobson
brings significant operational, investment and financial expertise to the board of directors. Ms. Hobson also possesses media experience based on her role as an on-air financial contributor for ABCs Good Morning America and
valuable knowledge of corporate governance and similar issues from her service on other publicly-traded companies boards of directors as well as her prior service on the Securities and Exchange Commission (SEC) Investment Advisory
Committee.

KEVIN R. JOHNSON, 50, has been a Starbucks director since March 2009. Mr. Johnson has
served as the Chief Executive Officer of Juniper Networks, Inc., a leading provider of high-performance networking products and services, since September 2008. Mr. Johnson also serves on the board of directors of Juniper Networks. Prior to
joining Juniper Networks, Mr. Johnson served as President, Platforms and Services Division for Microsoft Corporation, a worldwide provider of software, services and solutions. Mr. Johnson was a member of Microsofts Senior Leadership
Team and held a number of senior executive positions over the course of his 16 years at Microsoft. Prior to joining Microsoft in 1992, Mr. Johnson worked in International Business Machine Corp.s systems integration and consulting
business.

Director Qualifications: Mr. Johnson has extensive experience in the technology
industry and is able to provide the board of directors with his unique insights related to Starbucks strategy, operations and business. Through his various senior leadership positions, including his experience as Chief Executive Officer of Juniper
Networks, Mr. Johnson also has experience with the challenges inherent in managing a complex organization, leading global businesses focused on both consumer and business needs and utilizing technology to drive business productivity and
experience.

OLDEN LEE, 69, has been a Starbucks director since June 2003. Mr. Lee also served as our interim executive
vice president, Partner Resources from April 2009 to March 2010. Mr. Lee undertook the role of interim head of Partner Resources while the Company searched for an executive vice president, Partner Resources. Mr. Lee previously worked
with PepsiCo, Inc., a global food, snack and beverage company, for 28 years in a variety of positions, including serving as senior vice president of human resources of its Taco Bell division and senior vice president and chief personnel officer
of its KFC division. Mr. Lee retired from PepsiCo in 1998. Since 1998, Mr. Lee has served as principal of Lee Management Consulting, a management consulting firm he founded. Mr. Lee also served on the board of directors of TLC
Vision Corporation.

Director Qualifications: Through his prior experience with PepsiCo,
including his position as senior vice president of human resources, Mr. Lee offers the board of directors a unique perspective and insight into issues and strategies related to Starbucks, including leadership, executive compensation, risk
assessment, compliance and corporate governance. Mr. Lee also has significant experience in dealing with operational and management issues.

SHERYL SANDBERG, 41, has been a Starbucks director since March 2009. Ms. Sandberg has served as the Chief Operating Officer of Facebook, Inc., an online social utility company, since March 2008. From
2001 to March 2008, Ms. Sandberg was the Vice President of Global Online Sales and Operations for Google Inc., an Internet search engine company. Ms. Sandberg also is a former Chief of Staff of the U.S. Treasury Department and
previously served as a management consultant with McKinsey & Company and as an economist with The World Bank. Ms. Sandberg serves on a number of nonprofit boards including The Brookings Institution, The AdCouncil, Women for Women
International and V-Day. In 2008, Ms. Sandberg was named as one of the 50 Most Powerful Women in Business by Fortune and one of the 50 Women to Watch by The Wall Street Journal. Ms. Sandberg previously
served on the board of directors of eHealth, Inc. and currently serves on the board of directors of The Walt Disney Company.

Director Qualifications: Ms. Sandbergs position with Facebook, as well as her prior experience
at Google and as the Chief of Staff of the U.S. Treasury Department, provides the board of directors with a unique insight related to Starbucks strategy, operations and business. Ms. Sandberg brings considerable advertising and marketing
skills to the board of directors. She also possesses extensive knowledge in a number of important areas, including leadership and corporate governance through her service on the boards of various nonprofit organizations and her service on other
publicly-traded companies boards of directors.

JAMES G. SHENNAN, JR., 69, has been a Starbucks director since March
1990. Mr. Shennan served as a general partner of Trinity Ventures, a venture capital organization, from September 1989 to July 2005, when he became general partner emeritus. Prior to joining Trinity Ventures, he served as the chief executive of
Addison Consultants, Inc., an international marketing services firm, and two of its predecessor companies. Mr. Shennan also serves on the board of directors of P.F. Changs China Bistro, Inc.

Director Qualifications: As a member of our board of
directors since 1990, Mr. Shennan brings valuable experience to the board of directors. Mr. Shennan provides the benefits of service on the boards of other publicly- traded companies, including experience and extensive knowledge of
compensation and corporate governance issues. He has experience serving as the lead independent director of P.F. Changs China Bistro and he also has a strong finance, marketing and consumer products background gained through his experience
with Trinity Ventures, Addison Consultants and Procter & Gamble.

JAVIER G. TERUEL, 60, has been a Starbucks director
since September 2005. Mr. Teruel served as vice chairman of Colgate-Palmolive Company, a consumer products company, from July 2004 to April 2007, when he retired. Prior to being appointed vice chairman, Mr. Teruel served as
Colgate-Palmolives executive vice president responsible for Asia, Central Europe, Africa and Hills Pet Nutrition. After joining Colgate in Mexico in 1971, Mr. Teruel served as vice president of Body Care in Global Business
Development in New York, and president and general manager of Colgate-Mexico. He also served as president of Colgate-Europe, and as chief growth officer responsible for the companys growth functions. Mr. Teruel currently serves as a
partner of Spectron Desarrollo, SC, an investment management and consulting firm. He previously served on the boards of directors of The Pepsi Bottling Group, Inc. and Corporacion Geo S.A.B. de C.V. He currently serves on the boards of directors of
J.C. Penney Company, Inc. and the Nielsen Company B.V.

Director Qualifications:
Mr. Teruel has extensive executive experience, including financial experience, in the consumer products industry. He brings to the board of directors considerable product development, merchandising and marketing skills and perspectives. His
international background provides unique insights relevant to Starbucks strategy, operations and business. He also possesses extensive knowledge in a number of important areas, including leadership and risk assessment through his service on the
boards of other publicly-traded companies.

MYRON E. ULLMAN, III, 64, has been a Starbucks director since January 2003.
Mr. Ullman has served as the chairman of the board of directors and chief executive officer of J.C. Penney Company, Inc., a chain of retail department stores, since December 2004. Mr. Ullman served as directeur general, group managing
director of LVMH Möet Hennessy Louis Vuitton, a luxury goods manufacturer and retailer, from July 1999 to January 2002. From January 1995 to June 1999, he served as chairman and chief executive officer of DFS Group Limited, a retailer of luxury
branded merchandise. From 1992 to 1995, Mr. Ullman served as chairman and chief executive officer of R.H. Macy & Co., Inc. Mr. Ullman previously served on the boards of directors for Polo Ralph Lauren Corporation and Pzena
Investment Management, Inc. He currently serves as the vice chairman of the Federal Reserve Bank of Dallas.

Director
Qualifications: Through Mr. Ullmans senior executive and board experience with U.S. and international retailers, he brings to the board of directors extensive knowledge in important areas, including leadership
of global businesses, finance, executive compensation, risk assessment and compliance. He also brings insights and perspectives from positions he has held in the technology and real estate industries and the public sector. Mr. Ullmans
experiences as chairman and chief executive officer of various entities during his career provide the board of directors with insight into the challenges inherent in managing a complex organization.

CRAIG E. WEATHERUP, 65, has been a Starbucks director since February 1999. Mr. Weatherup worked with PepsiCo, Inc. for 24 years
and served as chief executive officer of its worldwide Pepsi-Cola business and President of PepsiCo, Inc., retiring in 1999. He also led the initial public offering of The Pepsi Bottling Group, Inc., where he served as chairman and chief executive
officer from March 1999 to January 2003. Mr. Weatherup also serves on the board of directors of Macys, Inc.

Director Qualifications: Through Mr. Weatherups experience on the board of directors of
Macys, as well as his prior experience as a chairman and chief executive officer, he is able to bring to the board of directors extensive knowledge in important areas, including finance, leadership, executive compensation, risk assessment and
compliance. Mr. Weatherup also possesses valuable knowledge of corporate governance and similar issues from his service on other publicly-traded companies boards of directors.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION OF EACH OF THE NOMINEES TO THE BOARD OF DIRECTORS.

The board of directors is responsible for overseeing the exercise of corporate power and seeing that Starbucks business and affairs are managed to meet the Companys stated goals and objectives and
that the long-term interests of the shareholders are served.

Howard Schultz currently serves as both the chairman of the
board and our president and chief executive officer. In addition, the independent directors of the board have elected Myron E. Ullman, III, a non-employee, independent director, to serve as the presiding (lead) independent director pursuant to our
Corporate Governance Principles and Practices. Mr. Ullmans term as presiding independent director expires at the board meeting immediately following the 2012 Annual Meeting of Shareholders. Mr. Ullman will not be eligible to be
elected again as presiding independent director, as the presiding independent director is limited to serving two consecutive two-year terms.

Our board leadership structure also includes active independent directors. The independent directors meet in an executive session at each board meeting, and each of the standing board committees
(discussed below) is comprised solely of and led by independent directors. The presiding independent director presides at each executive session, as well as all meetings of the board of directors at which the chairman is not present. The presiding
independent director also has the authority to call meetings of the independent directors. Pursuant to our Corporate Governance Principles and Practices, the duties of the presiding independent director also include:



serving as a liaison between the independent directors and the chairman;



approving the scheduling of Board meetings, as well as the agenda and materials for each Board meeting and executive session of the independent
directors;



approving and coordinating the retention of advisors and consultants to the Board; and



such other responsibilities as the independent directors may designate from time to time.

The board believes that combining the chairman and chief executive officer positions is currently the most effective leadership structure
for Starbucks given Mr. Schultzs in-depth knowledge of Starbucks business and industry and his ability to formulate and implement strategic initiatives. As chief executive officer, Mr. Schultz is also intimately involved in the
day-to-day operations of the Company and is thus in a position to elevate the most critical business issues for consideration by the independent directors of the board. In addition, having a combined chairman and chief executive officer enables
Starbucks to speak with a unified voice to shareholders, customers and the media. The board believes that the combination of the chairman and chief executive officer roles as part of a governance structure that includes a presiding independent
director, as well as the exercise of key board oversight responsibilities by independent directors, provides an effective balance for the management of the Company in the best interests of Starbucks shareholders.

Risk Oversight

The board of directors has overall responsibility for risk oversight, including, as part of regular board and committee meetings, general oversight of executives management of risks relevant to the
Company. A fundamental part of risk oversight is not only understanding the material risks a company faces and the steps management is taking to manage those risks, but also understanding what level of risk is appropriate for the
company. The involvement of the board of directors in reviewing Starbucks business strategy is an integral aspect of the boards assessment of managements tolerance for risk and also its determination of what constitutes an
appropriate level of risk for the Company.

While the full board has overall responsibility for risk oversight, the board has delegated
responsibility related to certain risks to the Audit and Compliance Committee (the Audit Committee) and the Compensation and Management Development Committee (the Compensation Committee). The Audit Committee is responsible
for reviewing the Companys risk assessment and risk management policies, as well as discussing the major risk exposures Starbucks faces and the steps management takes to monitor and control such exposures. The Audit Committee receives
regular reports from management at its regularly scheduled meetings and other reports as requested by the Audit Committee from time to time. The Compensation Committee is responsible for reviewing and overseeing the management of any risks related
to Starbucks compensation policies and practices. The Compensation Committee reviews such risks annually and in connection with discussions of various compensation elements and benefits throughout the year.

The boards role in risk oversight has not had any effect on the boards leadership structure.

Our board of directors has determined that Ms. Bass and each of the following director nominees is an independent
director as such term is defined under NASDAQ rules:

William W. Bradley

James G. Shennan, Jr.

Mellody Hobson

Javier G. Teruel

Kevin R. Johnson

Myron E. Ullman, III

Olden Lee

Craig E. Weatherup

Sheryl Sandberg

In determining that Ms. Sandberg is independent, the board of directors considered her
position as an officer of a private company from which Starbucks purchased advertising space and marketing products in a transactional relationship in fiscal 2010. In determining that Mr. Lee is independent, the board of directors
considered that he served at Starbucks as interim executive vice president, Partner Resources, at the request of the Company. In considering Mr. Johnsons independence, the board of directors considered his sons internship with
Starbucks. The board of directors determined that none of these relationships constitutes a related-person transaction under applicable SEC rules or would interfere with the directors exercise of independent judgment in carrying
out his or her responsibilities as a director.

The board of directors also has determined that each member of its three
committees meets applicable independence requirements as prescribed by NASDAQ and the SEC. The board determined that Mr. Lee does not meet the independence requirements prescribed by the IRS and as such, is not considered an outside
director for purposes of Section 162(m) of the Internal Revenue Code. In April 2009, Mr. Lee resigned from the Compensation Committee in order to serve as our interim executive vice president, Partner Resources until March 31,
2010. We asked Mr. Lee to serve as our interim executive vice president for a short period of time while we were in the process of hiring and transitioning a new executive vice president, Partner Resources. Please see page 11 for a
description of Mr. Lees role on the Compensation Committee.

Board Committees and Related Matters

During fiscal 2010, our board of directors had three standing committees: the Audit Committee, the Compensation Committee
and the Nominating and Corporate Governance Committee (the Nominating Committee). The board of directors makes committee and committee chair assignments annually at its meeting immediately following the annual meeting of shareholders,
although further changes to committee assignments are made from time to time as deemed appropriate by the board. Reports from the Audit Committee and Compensation Committee appear below. The committees operate pursuant to written charters, which are
available on our website at www.starbucks.com/aboutus/corporate_governance.asp.

As discussed
above, Ms. Bass will be retiring from the board as of the conclusion of the annual meeting.

Attendance at Board and Committee Meetings, Annual Meeting

During fiscal 2010, each director attended at least 75% of all meetings of the board and board committees on which he or she served. Our
Corporate Governance Principles and Practices require each board member to attend our annual meeting of shareholders except for absences due to causes beyond the reasonable control of the director. All directors attended the 2010 Annual Meeting of
Shareholders.

Audit Committee

The Audit Committee annually reviews and reassesses the adequacy of its charter. As such, in June 2010, the Audit Committee reviewed and approved an updated Audit Committee charter. As more fully
described in its charter, the primary responsibilities of the Audit Committee are to:



Oversee our accounting and financial reporting processes, including the review of the Companys quarterly and annual financial results.



Appoint the Companys independent registered public accounting firm and oversee the relationship, including monitoring the auditors
independence and reviewing the scope of the auditors work, including preapproval of audit and non-audit services.



Review the annual audit and quarterly review processes with management and the independent registered public accounting firm.



Review managements assessment of the effectiveness of the Companys internal controls over financial reporting and the independent
registered public accounting firms related attestation.



Oversee the Companys internal audit function, including review of internal audit staffing and approval of the internal audit plan.



Review and approve or ratify all related party transactions and potential conflicts of interests that are required to be disclosed in the proxy
statement.

Each of Ms. Hobson and Messrs. Johnson, Teruel and Weatherup (i) meets the
independence criteria prescribed by applicable law and the rules of the SEC for audit committee membership and is an independent director as defined by NASDAQ rules; (ii) meets NASDAQs financial knowledge and sophistication
requirements; and (iii) has been determined by the board of directors to be an audit committee financial expert under SEC rules. The Audit and Compliance Committee Report describes in more detail the Audit
Committees responsibilities with regard to our financial statements and its interactions with Deloitte.

Compensation Committee

The Compensation Committee annually reviews and reassesses the adequacy of its charter. As such, in September 2010, the Compensation Committee reviewed and approved an updated Compensation Committee
charter. As more fully described in its charter, the primary responsibilities of the Compensation Committee are to:



Conduct an annual review of and recommend to the independent directors for their review and approval the compensation package for the chairman,
president and chief executive officer.



Conduct an annual review and approve all compensation elements for our executive officers (other than our chairman, president and chief executive
officer).



Annually review and approve performance measures and targets for all executive officers participating in the annual incentive bonus plan and long-term
incentive plans; certify achievement of performance goals after the measurement period.

After consulting with the panel of independent directors, together with the chair of the Nominating Committee, the chair of the Compensation Committee
annually reviews the performance of our chairman, president and chief executive officer and meets with him to share the findings of the review.



Annually review and approve our management development and succession planning practices and strategies.



Annually approve the Companys comparator group companies and may review market data.



Provide recommendations to the board of directors on compensation-related proposals to be considered at the Companys annual meeting, including
Say-on-Pay.

Annually review a report from management regarding material risks, if any, created by the Companys compensation policies and practices.

At least annually, the Compensation Committee reviews and approves our executive compensation strategy and
principles to ensure that they are aligned with our business strategy and objectives, shareholder interests, desired behaviors and corporate culture. In addition, the Compensation Committees charter allows it to delegate its authority to
subcommittees of the committee, as may be necessary or appropriate.

In March 2010, the Compensation Committee formed a
special subcommittee, the Performance Compensation Committee (the Subcommittee), which is responsible for establishing, administering, reviewing

and approving any award intended to qualify for the performance-based compensation exception of Section 162(m) of the Internal Revenue Code (Section 162(m)). The
Subcommittee may establish, administer, review and approve any compensation or compensatory award as may be requested by the Compensation Committee from time to time. The current composition of the Subcommittee is: Ms. Bass and Messrs. Johnson,
Shennan, Teruel and Ullman. Each member of the Subcommittee meets applicable independence requirements as prescribed by NASDAQ, the SEC and the IRS. Since Mr. Lee was an executive officer of the Company for a period of time, he does not sit on
the Subcommittee and does not vote on performance-based compensation. Since March 2010, all decisions related to performance-based compensation were made by the Subcommittee.

Summary of the Role of Management and Consultants in the Executive Compensation Process

In fiscal 2010, several members of senior management participated in the Compensation Committees executive compensation process. To assist in carrying out its responsibilities, the Compensation
Committee also regularly received reports and recommendations from an outside independent compensation consultant, Frederic W. Cook & Co., Inc. (F.W. Cook & Co.). The Compensation Committee did not request, and
management did not provide, specific compensation recommendations for fiscal 2010 compensation for Mr. Schultz. Towers Watson & Co. (formerly Towers Perrin, before its merger with Watson Wyatt Worldwide, Inc., effective January 1,
2010), a consulting firm engaged by management, provided market data and historical compensation information to the Compensation Committee and its consultant. F.W. Cook & Co. provided advice regarding best practices in executive
compensation and compensation trends for chief executive officers to Barbara Bass, the committees chair. Ms. Bass, with data provided by Towers Watson and input and review by F.W. Cook & Co., then developed specific compensation
recommendations for Mr. Schultz for fiscal 2010. The independent directors, including the members of the Compensation Committee, discussed those recommendations and reached consensus during an executive session without management present. All
references to Towers Watson and F.W. Cook & Co. in this proxy statement refer, respectively, to managements compensation consultant and the Compensation Committees consultant.

Managements Role in the Executive Compensation Process

Mr. Schultz, our chairman, president and chief executive officer, our executive vice president, Partner Resources, for a portion of fiscal 2010 our interim executive vice president, Partner
Resources, and other key members of Partner Resources each played an important role in the Compensation Committees executive compensation process for fiscal 2010 and regularly attended committee meetings. Partner Resources refers
to our human resources function. For fiscal 2010, Mr. Schultz provided his perspective to the Compensation Committee regarding executive compensation matters generally and the performance of the executives reporting to him. Members of the
Partner Resources team presented recommendations to the Compensation Committee on the full range of annual executive compensation decisions, including (i) annual incentive bonus plan structure and participants; (ii) long-term incentive
compensation strategy; (iii) target competitive positioning of executive compensation based on Company and individual performance; and (iv) target total direct compensation for each executive officer, including base salary adjustments,
target incentive bonus and equity grants. At the Compensation Committees November 2009 meeting, the first meeting after the end of the fiscal year 2009, members of the Partner Resources team presented the committee with specific compensation
recommendations for all executives other than Mr. Schultz for fiscal 2010. These recommendations were developed in consultation with Mr. Schultz and were accompanied by market data provided by Towers Watson, which was also reviewed by F.W.
Cook & Co. During the November 2009 meeting, the Compensation Committee exercised its independent discretion whether to accept managements recommendations and made final approvals about each executive officers compensation in an
executive session of the independent directors without management present. Barbara Bass, the Compensation Committees chair, also met periodically with members of the Partner Resources team to confer on current and upcoming topics likely to be
brought before the committee.

In accordance with NASDAQ rules, Mr. Schultz did not vote on executive compensation
matters or attend executive sessions of the Compensation Committee nor was he present when his compensation was being

discussed or approved. Mr. Lee resigned from the Compensation Committee effective April 2009 in order to serve as our interim executive vice president, Partner Resources through March 2010.
While a member of the Compensation Committee, Mr. Lee was not present when his consulting agreement was being discussed or approved. While an executive officer, he did not vote on executive compensation matters. Effective April 1, 2010,
Mr. Lee rejoined the Compensation Committee as an independent director under applicable NASDAQ independence requirements. Mr. Lee does not meet the independence requirements prescribed by the IRS and as such, is not considered an
outside director for purposes of Section 162(m) of the Internal Revenue Code. As discussed above, a special Subcommittee was formed at the same time to approve performance-based compensation under Section 162(m) since
Mr. Lee does not qualify as an outside director under Section 162(m). Mr. Lee does not participate on the Subcommittee and does not vote on performance-based compensation.

F.W. Cook & Co. has served as the Compensation Committees consultant
since June 2007 to assist it, as requested, in fulfilling various aspects of the committees charter. Without the Compensation Committees prior approval, F.W. Cook & Co. will not perform any services for Starbucks management,
although the committee has directed that F.W. Cook & Co. work in cooperation with management as required to gather information necessary to carry out its obligations to the committee. During fiscal 2010, F.W. Cook & Co. did not
perform any services for Starbucks other than making recommendations with respect to executive and director compensation. While the Compensation Committee does not ask F.W. Cook & Co. for its own market data, the Compensation Committee has
F.W. Cook & Co. validate the market data received from Towers Watson, managements consultant, supporting managements recommendations.

During fiscal 2010, the Compensation Committee asked F.W. Cook & Co. to review, validate and provide input on the following tasks that Towers Watson completed at managements request:



Conduct an analysis of compensation for executive positions and assess how target and actual compensation positioning to the market aligned with
Starbucks compensation philosophy and objectives;



Prepare an analysis of and provide considerations regarding the list of peer group companies used for benchmarking executive and director compensation,
using the criteria established by the committee, and provide input on changes to the peer group as requested;



Review management proposals for fiscal 2010 annual bonus targets;



Provide market data, historical compensation information and internal equity comparisons to the committee for its compensation decisions for
Mr. Schultz; and



Review and provide input on managements compensation proposals for new hires, promotions and other executive position moves within Starbucks.

For more information about the Compensation Committees activities, see Compensation Discussion
and Analysis and Compensation and Management Development Committee Report.

Messrs. Johnson, Lee, Shennan, Teruel and Ullman and Mses. Bass and Hobson served on the Compensation Committee during fiscal 2010. None
of these individuals, other than Mr. Lee, was at any time during fiscal 2010 or at any other time an officer or employee of Starbucks, and none had any relationship with Starbucks requiring disclosure as a related-person transaction in the
section Certain Relationships and Related Transactions on page 75. As discussed above, Mr. Lee served as our interim executive vice president, Partner Resources for a portion of fiscal 2010. Mr. Lee rejoined the
Compensation Committee in April 2010 as an independent director under the applicable NASDAQ independence requirements. During fiscal 2010, none of our executive officers served on the compensation committee (or its equivalent) or board of directors
of another entity whose executive officer served on our Compensation Committee.

Succession Planning

Senior Management Succession Planning

In light of the critical importance of executive leadership to Starbucks success, we have an annual succession planning process that we refer to as Organization & Partner Planning
(OPP). The OPP process is enterprise wide for managers up to and including our president and chief executive officer. Reflecting the significance the board attaches to succession planning, our Compensation Committee is named the
Compensation and Management Development Committee.

Our board of directors involvement in the annual OPP process
is outlined in our Corporate Governance Principles and Practices. The Principles provide that each year, the chair of the Compensation Committee, together with the chairman, president and chief executive officer, will review succession plans with
the board, and provide the board with a recommendation as to succession in the event of each senior officers termination of employment with Starbucks for any reason (including death or disability).

Our Compensation Committee, pursuant to its charter, annually reviews the performance of the executive officers and the succession plans
for each such officers position. As noted above, this information is then presented to the board of directors. The Compensation Committee also conducts an annual review of, and provides approval for, our management development and succession
planning practices and strategies.

ceo Succession Planning

The chairman, president and chief executive officer provides an annual report to the board of directors assessing senior managers and their potential to succeed him. This report is developed in
consultation with our executive vice president, Partner Resources and the chair of our Compensation Committee and includes contingency plans in the event of our chief executive officers termination of employment with Starbucks for any reason
(including death or disability). The report to the board also contains the chief executive officers recommendation as to his successor. The full board has the primary responsibility to develop succession plans for the ceo position.

Nominating Committee

The Nominating Committee annually reviews and reassesses the adequacy of its charter. As such, in June 2010, the Nominating Committee reviewed and approved an updated Nominating Committee charter. As
described more fully in its charter, the Nominating Committee is responsible for developing and implementing policies and procedures that are intended to constitute the board of directors and organize it appropriately to meet its fiduciary
obligations to Starbucks and our shareholders on an ongoing basis. Among its specific duties, the Nominating Committee:



Makes recommendations to the board about our corporate governance processes;

Makes recommendations to the board regarding membership and chairs of the boards committees;



Oversees the annual evaluation of the effectiveness of the board and each of its committees;



Biennially recommends the boards presiding independent director;



Biennially reviews the type and amount of board compensation for independent directors; and



Makes recommendations to the full board regarding such compensation.

The Nominating Committee also annually assists the board of directors with its affirmative independence and expertise determinations.
After consulting with the panel of independent directors, together with the chair of the Compensation Committee, the chair of the Nominating Committee annually reviews the performance of our chairman, president and chief executive officer and meets
with him to share the findings of the review.

Our Director Nominations Process

Our Policy on Director Nominations is available at www.starbucks.com/aboutus/corporate_governance.asp. The purpose of the nominations
policy is to describe the process by which candidates for possible inclusion in our recommended slate of director nominees (the candidates) are selected. The nominations policy was approved by the full board of directors and is
administered by the Nominating Committee.

Minimum Criteria for Board Members

Each candidate must possess at least the following specific minimum qualifications:



Each candidate shall be prepared to represent the best interests of all shareholders and not just one particular constituency;



Each candidate shall be an individual who has demonstrated integrity and ethics in his or her personal and professional life and has established a
record of professional accomplishment in his or her chosen field;



No candidate, or family member (as defined in NASDAQ rules) or affiliate or associate (as defined in federal securities laws) of a candidate, shall
have any material personal, financial or professional interest in any present or potential competitor of Starbucks;



Each candidate shall be prepared to participate fully in board activities, including active membership on at least one board committee and attendance
at, and active participation in, meetings of the board and the committee(s) of which he or she is a member, and not have other personal or professional commitments that would, in the Nominating Committees sole judgment, interfere with or limit
his or her ability to do so; and



Each candidate shall be willing to make, and financially capable of making, the required investment in our stock in the amount and within the time
frame specified in the director stock ownership guidelines described on page 20 of this proxy statement.

In addition, the Nominating Committee also considers it desirable that candidates possess the following qualities or skills:



Each candidate should contribute to the board of directors overall diversity  diversity being broadly construed to mean a variety of
opinions, perspectives, personal and professional experiences and backgrounds, such as gender, race and ethnicity differences, as well as other differentiating characteristics;



Each candidate should contribute positively to the existing chemistry and collaborative culture among board members; and



Each candidate should possess professional and personal experiences and expertise relevant to our goal of being one of the worlds leading
consumer brands. At this stage of our development, relevant experiences might include, among other things, large-company CEO experience, senior-level international experience, senior-level multi-unit small box retail or restaurant experience and
relevant senior-level expertise in one or more of the following areas: finance, accounting, sales and marketing, organizational development, information technology, social media and public relations.

The Nominating Committee is responsible for reviewing the appropriate skills and characteristics required of directors in the context of
prevailing business conditions and for making recommendations regarding the size and composition of the board, with the objective of having a board that brings to Starbucks a variety of perspectives and skills derived from high quality business and
professional experience. The Nominating Committees review of the skills and experience it seeks in the Board as a whole, and in individual directors, in connection with its review of the boards composition, enables it to assess the
effectiveness of its goal of achieving a board with a diversity of experiences. The Nominating Committee considers these criteria when evaluating director nominees in accordance with the procedures set forth below.

Internal Process for Identifying Candidates

The Nominating Committee has two primary methods for identifying candidates (other than those proposed by shareholders, as discussed below). First, on a periodic basis, the Nominating Committee solicits
ideas for possible candidates from a number of sources: members of the board; senior-level Starbucks executives; individuals personally known to the members of the board; and research, including database and Internet searches.

Second, the Nominating Committee may from time to time use its authority under its charter to retain at our expense one or more search
firms to identify candidates (and to approve such firms fees and other retention terms). If the Nominating Committee retains one or more search firms, they may be asked to identify possible candidates who meet the minimum and desired
qualifications expressed in the nominations policy, to interview and screen such candidates (including conducting appropriate background and reference checks), to act as a liaison among the board of directors, the Nominating Committee and each
candidate during the screening and evaluation process, and thereafter to be available for consultation as needed by the Nominating Committee. The Nominating Committee did not retain a search firm during fiscal 2010.

The nominations policy divides the process for candidates proposed by shareholders into the general nomination right of all shareholders
and proposals by qualified shareholders (as described below).

General Nomination Right of All Shareholders

Any Starbucks shareholder may nominate one or more persons for election as a director at an annual meeting of shareholders if the
shareholder complies with the advance notice, information and consent provisions

contained in our bylaws. For the fiscal 2012 Annual Meeting of Shareholders, in order for the director nomination to be timely, a shareholders notice to our executive vice president,
general counsel and secretary must be delivered to our principal executive offices not less than 120 days nor more than 150 days before the anniversary of the date of the 2011 Annual Meeting of Shareholders.

The procedures described in the next paragraph are meant to establish an additional means by which certain shareholders can have access
to our process for identifying and evaluating candidates and is not meant to replace or limit shareholders general nomination rights in any way.

Proposals by Qualified Shareholders

In addition to those candidates
identified through its own internal processes, in accordance with the nominations policy, the Nominating Committee will evaluate a candidate proposed by any single shareholder or group of shareholders that has beneficially owned more than 5% of our
common stock for at least one year (and will hold the required number of shares through the annual meeting of shareholders) and that satisfies the notice, information and consent provisions in the nominations policy (a qualified
shareholder). Any candidate proposed by a qualified shareholder must be independent of the qualified shareholder in all respects as determined by the Nominating Committee or by applicable law. Any candidate submitted by a qualified shareholder
must also meet the definition of an independent director under NASDAQ rules.

In order to be considered by the
Nominating Committee for an upcoming annual meeting of shareholders, notice from a qualified shareholder regarding a potential candidate must be received by the Nominating Committee not less than 120 calendar days before the anniversary of the date
of our proxy statement released to shareholders in connection with the previous years annual meeting.

Evaluation of Candidates

The Nominating Committee will consider and evaluate all candidates identified through the processes described above,
including incumbents and candidates proposed by qualified shareholders, based on the same criteria.

If, based on the
Nominating Committees initial evaluation, a candidate continues to be of interest to the Nominating Committee, the chair of the Nominating Committee will interview the candidate and communicate the chairs evaluation to the other
Nominating Committee members and the chairman, president and chief executive officer. Later reviews will be conducted by other members of the Nominating Committee and senior management. Ultimately, background and reference checks will be conducted
and the Nominating Committee will meet to finalize its list of recommended candidates for the board of directors consideration. All candidates (whether identified internally or by a qualified shareholder) who, after evaluation, are then
recommended by the Nominating Committee and approved by the board of directors, will be included in our recommended slate of director nominees in our proxy statement.

Timing of the Identification and Evaluation Process

Our fiscal year ends
each year on the Sunday closest to September 30. The Nominating Committee usually meets in September and November to consider, among other things, candidates to be recommended to the board of directors for inclusion in our recommended slate of
director nominees for the next annual meeting of shareholders and our proxy statement. The board usually meets each November to vote on, among other things, the slate of director nominees to be submitted to and recommended for election by
shareholders at the annual meeting, which is typically held in March of the following calendar year.

The nominations policy is intended to provide a flexible set of guidelines for the effective functioning of our director nominations
process. The Nominating Committee intends to review the nominations policy at least annually and anticipates that modifications will be necessary from time to time as our needs and circumstances evolve, and as applicable legal or listing standards
change. The Nominating Committee may amend the nominations policy at any time, in which case the most current version will be available on our website.

Corporate Governance Materials Available on the Starbucks Website

Our Corporate Governance Principles and Practices are intended to provide a set of flexible guidelines for the effective functioning of the board of directors and are reviewed regularly and revised as
necessary or appropriate in response to changing regulatory requirements and evolving best practices. They are posted on the Corporate Governance section of our website at www.starbucks.com/aboutus/corporate_governance.asp.

In addition to our Corporate Governance Principles and Practices, other information relating to corporate governance at Starbucks is
available on the Corporate Governance section of our website, including:



Restated Articles of Incorporation



Amended and Restated Bylaws



Audit and Compliance Committee Charter



Compensation and Management Development Committee Charter



Nominating and Corporate Governance Committee Charter



Policy on Director Nominations



Standards of Business Conduct (applicable to directors, officers and partners)

You may obtain copies of these materials, free of charge, by sending a written request to: executive vice president, general counsel and
secretary, Starbucks Corporation, 2401 Utah Avenue South, Mail Stop S-LA1, Seattle, Washington 98134. Please specify which documents you would like to receive.

The Procedure for Communicating Complaints and Concerns describes the manner in which interested persons can send communications to our
board of directors, the committees of the board and to individual directors and describes our process for determining which communications will be relayed to board members. This complaints and concerns procedure provides that interested persons may
telephone their complaints and concerns by calling the Starbucks Auditline at 1-800-300-3205 or sending written communications to the board, committees of the board and individual directors by mailing those communications to our third-party service
provider for receiving these communications at:

Starbucks Corporation

[Addressee*]

P.O. Box 34507

Seattle, Washington 98124

*

Audit and Compliance Committee of the Board of Directors

Compensation and Management Development Committee of the Board of Directors

Nominating and Corporate Governance Committee of the Board of Directors

Name of individual director

Compensation of Directors

Compensation Program for Non-Employee Directors

For fiscal 2010, the
annual compensation program for non-employee directors provided for a total of $220,000 per year in compensation, composed of (i) a retainer of $110,000, which may be in the form of cash, stock options or a combination of both at the
directors election, and (ii) $110,000 in equity compensation in the form of stock options. The compensation program was approved by our board of directors in June 2009, based on the recommendation of the Nominating Committee following its
biennial non-employee director compensation review required by its charter and our Corporate Governance Principles and Practices. We pay at least 50% of non-employee director compensation in the form of stock options in order to align the interests
of non-employee directors with shareholders. We do not pay chair or meeting fees as part of our non-employee director compensation program.

New non-employee directors first become eligible to receive the regular annual compensation in the first full fiscal year after they join the board of directors. In addition to the annual compensation
program, upon first joining the board, non-employee directors are granted an initial stock option to acquire 30,000 shares of our common stock under the 2005 Non-Employee Director Sub-Plan to our 2005 Long-Term Equity Incentive Plan. The
initial stock option grant vests in equal annual installments over a three-year period. Mr. Johnson and Ms. Sandberg were first eligible for the annual compensation in fiscal 2010.

Stock options have an exercise price equal to the closing market price of our common stock on the grant date. Pursuant to the 2005
Non-Employee Director Sub-Plan to our 2005 Long-Term Equity Incentive Plan, the number of options covered by each annual grant is determined by dividing the equity compensation amount for each director by the closing market price of our common stock
on the grant date, multiplied by three. For example, for $110,000 of equity compensation and a closing market price of $30 per share on the grant date, the director would receive 11,000 stock options, which is the result of $110,000 divided by $30,
or approximately 3,667, multiplied by 3. Annual stock option grants vest one year after the date of grant. Stock options granted to non-employee directors generally cease vesting as of the date he or she no longer serves on the board of directors.
However, unvested stock options will vest in full upon a non-employee directors death or retirement (generally defined as leaving the board after attaining age 55 and at least six years of board service) or upon a change in
control of Starbucks (described beginning on page 57). Six of the boards ten current independent directors meet the retirement criteria.

In June 2009, the non-employee director compensation program was amended by our board of
directors, based on the recommendation of the Nominating Committee following its biennial non-employee director compensation review required by its charter and our Corporate Governance Principles and Practices. At the time the non-employee director
compensation program was reviewed, the board believed that, in light of the economic decline, the downturn in the Companys performance and the related impact on partner compensation, the non-employee director compensation program should be
adjusted downward accordingly. As described above, for fiscal 2010, the annual compensation program for non-employee directors provided for a total of $220,000 per year in compensation (a decrease from $240,000 in fiscal 2009). When the Nominating
Committee considered and ultimately recommended the fiscal 2010 non-employee director compensation, the committee reviewed competitive market data prepared by Towers Watson for the same comparator group used to benchmark executive compensation for
fiscal 2009. The level of non-employee director total compensation approved by the Nominating Committee for fiscal 2010 was between the 65th and 70th percentile among comparator group companies and the board believed that the level was
appropriate to attract and retain top board candidates.

In June 2010, the non-employee director compensation program was
amended by our board of directors, on the recommendation of the Nominating Committee. For fiscal 2011, the board determined to reinstate non-employee director compensation to $240,000 per year composed of (i) a retainer of $120,000, which may
be in the form of cash, stock options or a combination of both at the directors election, and (ii) $120,000 in equity compensation in the form of stock options. The board also determined to review non-employee director compensation again
in fiscal 2011.

Mr. Schultz does not participate in the compensation program for non-employee directors, but rather is
compensated as an executive officer, as described in the section Executive Compensation beginning on page 23.

From April 2009 through March 2010, Mr. Lee served as interim executive vice president, Partner Resources. For his services as
interim executive vice president, Partner Resources, Mr. Lee was compensated pursuant to a consulting agreement that provided for a consulting fee of $25,000 per month plus reimbursement of certain business expenses. Mr. Lee remained on
our board of directors during this period and was thus also compensated pursuant to the non-employee director compensation program. Effective October 1, 2009, the consulting agreement was amended by the Compensation Committee to increase the
monthly consulting fee from $25,000 to $50,000 and to provide a one-time lump sum payment of $150,000. Mr. Lees consulting arrangement was approved by the Compensation Committee.

The following table shows fiscal 2010 compensation for non-employee directors.

Fiscal 2010 Director Compensation

Name

Fees Earnedor Paid
inCash($)

OptionAwards($)(1)

All OtherCompensation($)

Total($)

Barbara Bass



271,258



271,258

William W. Bradley

82,500

169,542



252,042

Mellody Hobson



271,258



271,258

Kevin R. Johnson

110,000

135,633



245,633

Olden Lee



271,258

355,342

(2)

626,600

Sheryl Sandberg

110,000

135,633



245,633

James G. Shennan, Jr.

110,000

135,633



245,633

Javier G. Teruel



271,258



271,258

Myron E. Ullman, III



271,258



271,258

Craig E. Weatherup



271,258



271,258

(1)

The amounts shown
in this column represents the aggregate grant date fair values of the stock options awarded November 16, 2009. The grant date fair values have been determined based on the assumptions and methodologies set forth in the Companys 2010 Form
10-K (note 14).

(2)

Amounts paid pursuant to Mr. Lees consulting agreement described above, consisted of a $50,000 per month consulting fee as well as the
reimbursement of expenses incurred in the course of his service under the agreement, including $23,315 for airfare, $25,678 for lodging and $6,349 for car rental and taxi service.

Non-employee directors formerly could defer all or a portion of their compensation in the form of unfunded deferred stock units under the directors deferred compensation plan. The board of directors
terminated future deferrals under the plan during fiscal 2005, so no further compensation may be deferred. Amounts previously deferred were unaffected and deferred stock units credited to non-employee directors who had previously deferred
compensation under the plan remain outstanding. We do not provide above-market or preferential earnings on these amounts. Dividends are credited as additional unfunded deferred stock units based on the market price of our common stock at the time
the dividends are paid and are credited to non-employee directors with the other deferred stock units until plan distributions are made in accordance with the terms of the plan. Deferred stock units are settled in an equal number of shares of
Starbucks common stock when plan participants leave the board. Deferred stock units cannot be voted or transferred. The number of deferred stock units held by each director is shown in the footnotes to the beneficial ownership table on page 77.

Director Stock Ownership Guidelines

The board of directors adopted stock ownership guidelines for non-employee directors in fiscal 2003. The original guidelines required a $200,000 investment within four years. In May 2007, the board
revised the

guidelines to increase the required investment to $240,000 in tandem with the increase to non-employee director compensation. In June 2009, when non-employee director annual compensation was
amended to $220,000 for fiscal 2010, the board agreed to maintain the stock ownership guidelines at $240,000. All non-employee directors have four years from their election to the board to achieve the $240,000 investment. Stock options do not count
toward meeting the requirement. Each director must continue to hold the shares purchased as a result of the directors investment for as long as he or she serves on our board. All non-employee directors are in compliance with the guidelines.
Mr. Johnson and Ms. Sandberg have not yet served on the board for four years and are working toward making the required investment.

PROPOSAL 2  ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION

We are asking shareholders to approve an advisory resolution on the Companys executive compensation as reported in this proxy statement. As described below in the Compensation Discussion and
Analysis section of this proxy statement, the Compensation Committee has structured our executive compensation program to achieve the following key objectives:

 Setting a significant portion of each named executive
officers target total direct compensation to be in the form of variable compensation

Stay True to Our Values

 Providing limited executive perquisites

 Maintaining a clawback policy for incentive compensation awards

 Requiring our executives to own Starbucks stock and prohibiting them from engaging in hedging
transactions with respect to Starbucks stock

Attract and Retain Top Talent

 Targeting total target direct compensation at the 50th percentile range among companies with which we compete for executive
talent

 Competing effectively for the highest quality people who will determine our
long-term success

We urge shareholders to read the Compensation Discussion and Analysis
beginning on page 23 of this proxy statement, which describes in more detail how our executive compensation policies and procedures operate and are designed to achieve our compensation objectives, as well as the Summary Compensation Table and other
related compensation tables and narrative, appearing on pages 47 through 58, which provide detailed information on the compensation of our named executive officers. The Compensation Committee and the board of directors believe that the policies and
procedures articulated in the Compensation Discussion and Analysis are effective in achieving our goals and that the compensation of our named executive officers reported in this proxy statement has contributed to the Companys
recent and long-term success.

In accordance with recently adopted Section 14A of the Securities Exchange Act of 1934, as
amended (the Exchange Act), and as a matter of good corporate governance, we are asking shareholders to approve the following advisory resolution at the 2011 Annual Meeting of Shareholders:

RESOLVED, that the shareholders of Starbucks Corporation (the Company) approve, on an advisory basis, the compensation of the
Companys named executive officers disclosed in the Compensation Discussion and Analysis, the Summary Compensation Table and the related compensation tables, notes and narrative in the Proxy Statement for the Companys 2011 Annual Meeting
of Shareholders.

This advisory resolution, commonly referred to as a say-on-pay resolution, is
non-binding on the board of directors. Although non-binding, the board and the Compensation Committee will review and consider the voting results when making future decisions regarding our executive compensation program.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THE ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION.

Pursuant to recently adopted Section 14A of the Exchange Act, we are asking shareholders to vote on
whether future advisory votes on executive compensation of the nature reflected in Proposal Number 2 above should occur every year, every two years or every three years.

After careful consideration and dialogue with our shareholders, the board of directors has determined that holding an advisory vote on executive compensation every year is the most appropriate policy for
the Company at this time, and recommends that shareholders vote for future advisory votes on executive compensation to occur every year. While the Companys executive compensation programs are designed to promote a long-term connection between
pay and performance, the board of directors recognizes that executive compensation disclosures are made annually. Given that the say-on-pay advisory vote provisions are new, holding an annual advisory vote on executive compensation
provides the Company with more direct and immediate feedback on our compensation disclosures. However, shareholders should note that because the advisory vote on executive compensation occurs well after the beginning of the compensation year, and
because the different elements of our executive compensation programs are designed to operate in an integrated manner and to complement one another, in many cases it may not be appropriate or feasible to change our executive compensation programs in
consideration of any one years advisory vote on executive compensation by the time of the following years annual meeting of shareholders. We believe that an annual advisory vote on executive compensation is consistent with our practice
of seeking input and engaging in dialogue with our shareholders on corporate governance matters (including the Companys practice of having all directors elected annually and annually providing shareholders the opportunity to ratify the Audit
Committees selection of independent auditors) and our executive compensation philosophy, policies and practices.

This
advisory vote on the frequency of future advisory votes on executive compensation is non-binding on the board of directors. Shareholders will be able to specify one of four choices for this proposal on the proxy card: one year, two years, three
years or abstain. Shareholders are not voting to approve or disapprove the boards recommendation. Although non-binding, the board and the Compensation Committee will carefully review the voting results. Notwithstanding the boards
recommendation and the outcome of the shareholder vote, the board may in the future decide to conduct advisory votes on a more or less frequent basis and may vary its practice based on factors such as discussions with shareholders and the adoption
of material changes to compensation programs.

This Compensation Discussion and Analysis provides important information on our executive compensation program and the amounts shown in the executive compensation tables that follow. In this proxy
statement, the term named executive officers means the five executive officers named in the compensation tables that follow. Compensation Committee or Committee means the Compensation and Management Development
Committee of the board of directors. We refer to our employees as our partners, due to the significant role they play in the success of the Company.

Executive Summary

Fiscal 2010  The Year in Review

Starbucks achieved record financial results in fiscal 2010. The Companys fiscal 2010 results were outstanding when
considered against the backdrop of the challenging economic and consumer environments in which they were accomplished. The chart below summarizes the key Company financial results for fiscal 2010 compared to fiscal 2009.

Fiscal 2010 (53
weeks)(1)($ in
millions,except per share amounts)

Fiscal 2009 (52
weeks)($ in millions,except per share amounts)

Change (%)

Revenues(2)

10,707.4

9,774.6

10

GAAP Operating Income

1,419.4

562.0

153

GAAP EPS

1.24

0.52

138

Non-GAAP Operating Income(3)

1,472.4

894.4

65

Non-GAAP EPS(3), (4)

1.28

0.80

60

Stock Price Per Share as of Fiscal Year-End(5)

25.94

19.83

31

(1)

Our fiscal year ends on the Sunday closest to September 30. The fiscal year ended on October 3, 2010 included 53 weeks with the additional week falling in our
fourth fiscal quarter. As discussed on page 32, the objective performance goals under our annual incentive compensation plan were set based on a 53-week fiscal year.

(2)

Total net revenues increased 7% to $10.5 billion on a 52-week basis.

(3)

Non-GAAP Operating Income for fiscal 2010 and 2009 excludes restructuring charges of $53.0 million and $332.4 million, respectively, that are included in GAAP Operating
Income. Non-GAAP EPS for fiscal 2010 and 2009 excludes restructuring charges of $0.04 and $0.28, respectively, that are included in GAAP EPS. We believe these non-GAAP financial measures better enable investors to understand and evaluate
the Companys historical and prospective operating performance. GAAP refers to accounting principles generally accepted in the United States of America.

(4)

For the 53 weeks ended October 3, 2010, diluted earnings per share included an estimated $0.05 per share benefit from the extra week in September 2010.

(5)

Represents the closing market price of our common stock on the last trading day (October 1, 2010) prior to our fiscal 2010 year-end and the last trading day (September
25, 2009) prior to our fiscal 2009 year-end.

In line with our executive compensation programs emphasis on
pay for performance, compensation awarded to the named executive officers for fiscal 2010 reflected Starbucks outstanding financial results.

Annual Incentive Plan: As a result of the Companys strong fiscal 2010 performance, our named executive officers
received an above-target bonus payout under our annual incentive bonus plan. Based on the Companys performance against each named executive officers objective performance measure, with fiscal 2010 income and earnings measures
significantly exceeding the target performance goal, each named executive officer achieved a 200% payout on each objective performance measure.



Performance-based Restricted Stock Units: As a result of the Companys actual fiscal 2010 adjusted earnings per
share significantly exceeding the target performance goal, the named executive officers earned 200% of their target number of performance-based restricted stock units (performance RSUs).

In addition, to reward our partners for their contributions to the Companys outstanding fiscal 2010 performance, consistent with
our Total Pay philosophy, the Company:



paid a special cash bonus to over 88,000 partners who were not participants under any of the Companys various incentive plans;



approved an enhanced match under the 401(k) plan at 100% of the first 6% deferred for 2011; and



enhanced our broad-based long-term incentive compensation program that covers all eligible global partners, which does not include executive officers,
by introducing time-based restricted stock units and expanding the eligibility provisions allowing additional partners to participate in the plan; over 100,000 partners in 17 markets, including qualified part-time partners, received time-based
restricted stock units in the most recent annual grant in November 2010.

Best Practices

Our executive compensation program is detailed over the next several pages; however, we believe that the following compensation decisions
and practices demonstrate how this program reinforces Starbucks culture and values.



Updated Executive Stock Ownership Guidelines and Introduced a Holding Requirement: In November 2010, the Compensation
Committee approved updates to the executive stock ownership guidelines. Our guidelines now provide that each executive officer must own a multiple of his or her annual base salary in Starbucks stock (as compared to a minimum investment requirement
under our previous guidelines). Our chairman, president and chief executive officer must own at least 6 times his base salary, our presidents (U.S. and International) and chief financial officer must own at least 3 times his or her base salary and
all other executive officers must own at least 2 times his or her base salary. In addition, our Compensation Committee introduced a holding requirement that requires each executive officer to hold 50% of the net shares received upon the exercise of
stock options and 50% of the net shares received upon the vesting of restricted stock units until the executive officer satisfies the ownership requirement. For additional information on our stock ownership guidelines and the level of achievement by
our named executive officers, see page 43.



Established a Recovery of Incentive Compensation Policy: In fiscal 2010, the board of directors, upon the recommendation
of the Compensation Committee, approved a Recovery of Incentive Compensation Policy (or clawback policy). The policy allows the Company to seek reimbursement of incentive compensation paid or awarded to executive officers in certain circumstances.
For a full description of the policy, see page 44.



Adopted a Policy Prohibiting Hedging Transactions: In November 2010, the board of directors amended the Starbucks
Corporation Insider Trading Policy to prohibit Starbucks partners from engaging in hedging transactions designed to off-set decreases in the market value of Starbucks securities, including certain forms of hedging and monetization transactions, such
as zero-cost collars and prepaid variable forward contracts.

Utilized Long-Term Performance-based Restricted Stock Units: In fiscal 2010, the Compensation Committee continued its use
of performance-based RSUs as a significant portion of long-term equity incentive compensation. The Compensation Committee believes that performance RSUs are an appropriate equity vehicle for our executives because performance RSUs align
executives interests with the interests of shareholders by providing value only if pre-established objective performance goals are met and time-based vesting requirements for earned performance RSUs are satisfied. Performance RSUs will
continue to be a portion of long-term equity incentive compensation in fiscal 2011.



Emphasized Variable Compensation: In fiscal 2010, the Compensation Committee continued its practice of awarding the
majority of total direct compensation to named executive officers in the form of variable compensation that is performance based. Variable compensation is tied to the achievement of performance goals or stock price appreciation and includes elements
such as annual incentive bonuses, stock options and performance RSUs. For a calculation of the variable compensation for each named executive officer, see page 29.



Provided No Employment Agreements: Although we typically sign a letter arrangement with an executive officer upon hire or
promotion noting that the executive is employed at will, these agreements typically do not provide for severance upon termination. None of our named executive officers have employment or severance agreements.



Provided No Change-in-Control Benefits Other Than Double-Trigger Equity Acceleration: We do not provide change-in-control
severance benefits to executives or any related tax gross-ups. Our only change-in-control arrangement, which applies to all partners with equity compensation awards, is double triggered accelerated vesting of assumed equity awards only
upon termination following a change-in-control. For a description of this benefit, see page 43.



Reduced Security Costs: For fiscal 2010, Howard Schultz, our chairman, president and chief executive officer, agreed to
reimburse the Company for a portion of his personal security costs. As a result, the Companys aggregate incremental cost of security benefits for Mr. Schultz was $210,268 in fiscal 2010, which is a significant reduction compared to fiscal
2009. For additional information on security costs, see page 38.



Discontinued Replacement of Split-Dollar Life Insurance Benefit: In fiscal 2005, we terminated our obligations to pay
premiums with respect to split-dollar life insurance arrangements with Mr. Schultz in exchange for an annual cash payment in an amount sufficient for him to acquire a similar benefit. In fiscal 2010, Mr. Schultz voluntarily agreed to
forego the fiscal 2010 annual cash payment and all future annual cash payments that were payable under the 2005 arrangement.

The following table lists the elements of our fiscal 2010 executive compensation program and the primary purpose of each.

Element

Form

Objectives and Basis

Base Salary

Cash

 Base compensation that is competitive for
each role, responsibilities and experience.

 Reviewed on an annual basis and at the time of hire or promotion.

 Generally set at approximately the median range of Starbucks comparator group, as described on page 31.

 Other factors considered, including input from our chairman, president and chief executive officer, the level of responsibility and complexity of
the executives job, individual performance in the prior year and how the executives salary compares to the salaries of other Starbucks executives.

 Generally set at approximately the median range of Starbucks comparator group.

 Other
factors considered, including the Companys prior-year performance, individual executive performance and retention concerns. In addition, for all partners that receive equity awards, we consider share usage, dilution and shares available under
the equity plan.

 We do not consider the realized or unrealized value of prior equity awards when determining the target economic value
of new awards because we grant each equity award as an incentive to drive future shareholder return.

Perquisites and Other Executive Benefits

Various (see discussion below)

 Provide for the safety and wellness of our executives, and other purposes as discussed below.

Discretionary Bonuses and Equity Awards

Cash, stock options,

time-based restricted stock units (time-based RSUs)

 Reward
extraordinary performance and attract top executive talent from other companies.

 Offer competitive benefits package that includes all
benefits offered to partners generally.

Executive Compensation Program Objectives and Design

Our Total Pay compensation philosophy is designed to recognize and reward the contributions of all partners, including
executives. We offer a comprehensive benefits package, including health care to all eligible full- and part-time partners in the United States and internationally (except in countries where the government provides health care). We also provide a
broad-based equity program to all eligible global partners and partner stock purchase programs in the United States and Canada. We believe our Total Pay practices motivate our executives to build long-term shareholder value and to take care of the
partners who take care of our customers.

Our executive compensation program is designed to achieve the following key
objectives:



Attract and Retain Top Talent  Compete effectively for the highest quality of people who will determine our long-term
success. We have structured our executive compensation program to be competitive with compensation paid by companies in the same market for executive talent. The Compensation Committees philosophy is to target total direct compensation (in
the aggregate for each executive officer) to executives at approximately the median (or 50th percentile) range among comparator group companies (based on the Companys performance at its annual operating plan).



Pay for Performance  Align executive compensation with Company, business unit and individual performance on both a short-term
and long-term basis. The majority of our target total direct compensation is in the form of variable compensation, comprised of annual incentive bonuses, stock options and performance RSUs, which aligns executive compensation with shareholder
interests by tying a significant majority of total direct compensation to the achievement of performance goals or stock price appreciation. The percentage of pay that is variable compensation is increased with greater levels of responsibility.
Variable compensation means the executive will not realize value unless performance goals, the majority of which are directly tied to Company performance, are achieved (for annual incentive bonuses and performance RSUs) or our stock price
appreciates (for stock options). In fiscal 2010, at least 74% of each of our named executive officers target total direct compensation was at risk in the form of variable compensation.



Be True to Our Values  Support our mission statement and guiding principles. We have structured our compensation program to
recognize and reward the contributions of all partners, including executives, in achieving our strategic goals and business objectives, while at the same time aligning the program with shareholder interests and our mission statement and guiding
principles. To meet this objective, we provide limited executive perquisites and require our executives to own Starbucks stock worth two to six times the executives base salary, depending on the executives position. You can find a copy
of our mission statement and guiding principles on our website in the About Us section.

We design our total direct compensation mix to encourage our executives to take appropriate risks aimed at improving Company performance
and driving long-term shareholder value. We believe that the design and objectives of our executive compensation program provides an appropriate balance of incentives for executives and thereby avoids inappropriate risks. In this regard, our
executive compensation program includes, among other things, the following design features:

Prohibition on hedging Company stock that applies to all partners; and



A clawback policy (our Recovery of Incentive Compensation Policy described on page 44).

Consistent with SEC disclosure requirements, the Compensation Committee has assessed our compensation objectives, philosophy, and forms
of compensation and benefits for all partners, including executives, and has concluded that our compensation practices and policies do not create risks that are reasonably likely to have a material adverse effect on the Company.

Determining Executive Compensation at Starbucks

The Compensation Committee determines the compensation objectives, philosophy and forms of compensation and benefits for our executive officers, and recommends to the independent members of the full board
of directors the compensation elements for our chairman, president and chief executive officer. The Compensation Committee is supported by F.W. Cook & Co., its outside independent compensation consultant, and several members of senior
management (as discussed in the Compensation Committee section beginning on page 10).

Considerations in
Setting Target Total Direct Compensation

Annual executive compensation decisions for fiscal 2010 were made at the
November 2009 Compensation Committee meeting, which was the Committees first regular meeting after the 2009 fiscal year end. During this meeting, the Compensation Committee approved target total direct compensation, which is comprised of the
following elements:

When making compensation decisions, the Compensation Committee reviewed competitive market data on a one-year and three-year basis to see how our executive pay levels compared to other companies. However,
the Compensation Committee did not use formulas or rigidly set the compensation of our executives based on this data, as the Compensation Committee also looked at other factors (as described below) when setting compensation. The Compensation
Committee then considered recommendations and input from management, as well as input from F.W. Cook & Co. as described on page 11. Management did not provide specific compensation recommendations for Mr. Schultz. Recommendations
are influenced by factors that may vary from year to year, and for fiscal 2010 included prior-year Company and business unit financial performance and shareholder return, retention, professional experience, internal pay equity, compensation history
and individual performance.

The graphs below show the balance of the elements that comprised target total direct compensation for each named executive officer for fiscal 2010, including the percentage of variable compensation. The
percentage of variable compensation listed below each chart is calculated by dividing (i) the value of variable compensation at target by (ii) the amount of target total direct compensation, which includes variable compensation plus fiscal
2010 base salary.

Since Ms. Holmes was hired November 16, 2009, she was not eligible to receive the annual equity
award, but instead received an equity award at the time she was hired. As a result, the Compensation Committee did not review an annual target total direct compensation package for her for fiscal 2010, but instead reviewed each element of her
compensation at the time she was hired. As such, we did not include a chart for her fiscal 2010 total direct compensation.

The table below provides an overview comparing each element of fiscal 2010 target total direct compensation versus fiscal 2010
actual total direct compensation for each of the named executive officers. The performance goals and other factors used in determining these amounts are analyzed further below.

Named Executive Officer

BaseSalary

TargetBonus

ActualBonus(1)

% ofTarget(1)

Long-TermIncentive(2)

ActualLong-TermIncentive(2)

% ofTarget(3)

TargetTotalDirectComp.

ActualTotalDirectComp.

% ofTarget(4)

Howard Schultz

1,300,000

1,950,000

3,500,000

179.5

%

10,500,000

15,750,000

150.0%

13,750,000

20,550,000

149.5%

Troy Alstead

550,000

412,500

822,525

199.4

%

1,400,000

2,100,000

150.0%

2,362,500

3,472,525

147.0%

Clifford Burrows

650,000

487,500

972,075

199.4

%

1,400,000

2,100,000

150.0%

2,537,500

3,722,075

146.7%

John Culver(5)

525,000

393,750

787,500

200.0

%

1,370,000

1,455,000

106.2%

2,288,750

2,767,500

120.9%

Kalen Holmes(6)

400,000

216,667

429,433

198.2

%

N/A

N/A

N/A

N/A

N/A

N/A

(1)

Actual bonus includes bonus payouts under the Executive Management Bonus Plan. The bonus payouts under the Executive Management Bonus Plan are disclosed in the
Non-Equity Incentive Plan Compensation column of the Summary Compensation Table. The named executive officers received above target actual bonus payouts as a result of achieving above target performance under the Executive Management Bonus Plan.

(2)

The amounts in the Long-Term Incentive column represent the total economic value of equity awards. (See page 36.) 50% of the economic value is in the
form of stock options and 50% is in the form of target performance RSUs. The amounts in the Actual Long-Term Incentive column include the value of the stock options and the adjusted number of performance RSUs earned based on
fiscal 2010 performance. The economic value does not represent the full grant date fair value of equity awards as disclosed in the Summary Compensation Table.

(3)

The named executive officers received above-target long-term incentive compensation as they earned 200% of the target performance RSU award based on fiscal 2010
adjusted earnings per share.

(4)

The named executive officers received above-target total direct compensation as a result of achieving above-target performance under the Executive Management Bonus Plan
and earning 200% of the target performance RSU award.

(5)

Mr. Culvers target compensation is based on the benchmarking data reviewed by the Compensation Committee at the time of his promotion. Mr. Culvers
target long-term incentive award includes his annual equity award made in November 2009, which included stock options and performance RSUs, and his promotional stock option award made in December 2009.

(6)

Ms. Holmes compensation is based on the benchmarking data reviewed by the Compensation Committee at the time she was hired. Since Ms. Holmes was hired
November 16, 2009, she was not eligible to receive the annual equity award, but instead received an equity award with a total economic value of approximately $1.8 million at the time she was hired. Under the new SEC rules, Ms. Holmes
grant date fair value of her new hire equity award was used when determining the named executive officers for fiscal 2010. Going forward, Ms. Holmes will participate in the annual equity award process with the other executive officers. For
additional detail regarding her equity award, see page 50. Ms. Holmes received a pro-rated bonus (for 10 months) under the Executive Management Bonus Plan based on her hire date. The actual bonus listed in the table above does not include a
sign-on bonus of $200,000 paid at the time she was hired. This is reflected in the Bonus column of the Summary Compensation Table.

Base Salary

The Compensation Committee generally reviews and adjusts base
salaries annually at its November meeting, with new salaries effective late November or early December. For fiscal 2010, the independent directors

decided to increase Mr. Schultzs base salary from $1,190,000 to $1,300,000 to align his base salary with the median base salary of his peers at our comparator group companies. For
fiscal 2010, the Compensation Committee decided to increase the base salary for Mr. Alstead from $450,000 to $550,000 to recognize his strong performance in fiscal 2009, including his contributions to Starbucks exceeding fiscal 2009 financial
performance and savings targets, and to bring his base salary closer to the median base salary of his peers at our comparator group companies; for Mr. Burrows from $595,000 to $650,000 to recognize his strong performance in fiscal 2009,
including his contributions to the Companys turnaround and improvement in store operations and efficiencies, and his significant contributions to the U.S. line of business, which constitutes a significant majority of the Companys total
net revenues, and for Mr. Culver from $425,000 to $525,000, which includes two promotional increases (in February 2009 to executive vice president, Global Consumer Products, Foodservice & Seattles Best Coffee and in December 2009
to president, Starbucks Coffee International) and to recognize his strong performance. Ms. Holmes did not receive a base salary increase as she was hired on November 16, 2009.

For fiscal 2010, base salary for each named executive officer was positioned near the median other than for Messrs. Alstead and Burrows.
Mr. Alsteads base salary was below median because he had just completed his first year as chief financial officer and chief administrative officer and because the Compensation Committee decided to transition his compensation gradually to
a level commensurate with his new role and responsibilities with the Company. Mr. Burrows base salary was above median because the Compensation Committee decided to increase his base salary based on his fiscal 2009 individual performance.

Annual Incentive Bonus

For fiscal 2010, all of the executive officers with a title of executive vice president or above participated in the Executive Management Bonus Plan. Each year the Compensation Committee establishes a
target bonus for each executive officer under the Executive Management Bonus Plan expressed as a percentage of year-end base salary. For fiscal 2010, the independent directors set Mr. Schultzs target annual incentive bonus amount at 150%
of his base salary. This was an increase from his bonus target of 100% in fiscal 2008 (Mr. Schultz did not participate in the annual incentive bonus plan in fiscal 2009). For fiscal 2010, the Compensation Committee decided to increase the annual
incentive bonus target for Mr. Alstead from 50% to 75%, for Mr. Burrows from 65% to 75% and for Mr. Culver from 50% to 75%. These changes brought each named executive officers target annual incentive bonus and target cash
compensation in line with the median range of our comparator group companies, while supporting our pay for performance philosophy by placing more emphasis on the incentive components of pay. For Mr. Culver, the increase also reflected his
promotion to president, Starbucks Coffee International. Ms. Holmes annual incentive bonus target for fiscal 2010 was 65%, in line with the other Starbucks executive officers at her level and her peers at our comparator group companies.

The total annual incentive bonus award actually delivered to each executive was determined based on the extent to
which the objective performance goals, both primary and secondary (see below), and individual performance goals were achieved. In addition to determining the amount payable under the primary objective component under the Executive Management Bonus
Plan, the primary objective target also acts as a modifier for the individual performance goals; if the primary objective target is exceeded, then the payout with respect to the individual performance goals will be increased by a corresponding
extent and if the primary objective target is below target or is not met, then the payout with respect to the individual performance goals will be decreased by a corresponding extent. Performance above or below the primary objective performance goal
does not affect the payouts related to the secondary objective performance goal. The Executive Management Bonus Plan does not permit a payout of more than $3.5 million to any executive officer for any single fiscal year based on achievement of
objective performance goals. In addition, consistent with our pay for performance philosophy, if participating executive officers achieve below 80% of their individual performance goals, then they do not receive any portion of the annual incentive
bonus award under the Executive Management Bonus Plan. The potential payouts for each named executive officer of the annual incentive bonus award based on achievement of threshold, target and maximum performance levels are disclosed in the Fiscal
2010 Grants of Plan-Based Awards table on page 49.

For the named executive officers (other than Mr. Schultz), the annual incentive bonus
opportunity was comprised of objective performance goals (both primary and secondary) and individual performance goals. Mr. Schultzs bonus is based solely on the objective performance goals. The Compensation Committee believes this
structure is appropriate because he is responsible for the financial performance of the entire company.

Objective
Performance Goals (primary and secondary). For fiscal 2010, the primary objective performance goal for the named executive officers with responsibilities that cross business units (Messrs. Schultz and Alstead and
Ms. Holmes) was adjusted consolidated operating income; and for the named executive officers responsible for a single business unit it was adjusted U.S. business unit operating income (for Mr. Burrows) and
adjusted International business unit operating income (for Mr. Culver) (each term is defined below). The secondary objective performance goal for all named executive officers was adjusted earnings per share (as defined
below). Fiscal 2010 included 53 weeks with the additional week falling in our fourth fiscal quarter. The objective performance goals were set based on a 53-week fiscal year. The weighting (as a percentage of each executives target annual
incentive bonus amount) among the goals, including the individual performance goal, for each of the named executive officers for fiscal 2010 was as follows:

Weighting

Named Executive Officer

Target Bonus (as a% of
Base Salary)

Primary ObjectiveGoal
(%)

Secondary ObjectiveGoal
(%)

IndividualGoal (%)

Howard Schultz

150

50

50

N/A

Troy Alstead

75

50

30

20

Clifford Burrows

75

50

30

20

John Culver

75

50

30

20

Kalen Holmes

65

50

30

20

For compensation
purposes, consolidated operating income is the total of all business units operating income less total unallocated corporate expenses, and business unit operating income equals the revenues of the business unit less their operating expense.
These primary objective measures are adjusted to exclude the impact of any (i) restructuring costs, (ii) extraordinary items under US GAAP, (iii) the effect of significant acquisitions or dispositions of businesses,
(iv) significant legal claims, (v) accounting changes including early adoption of mandated accounting changes, (vi) the effect of internal reorganizations during the period that change the scope of responsibility of the business unit
leader (applicable only to Adjusted Operating Income at the business unit level), (vii) the variance from annual operating plan assumptions for (a) foreign exchange and (b) mark to market adjustment of the Management Deferred
Compensation Plan liability, and (viii) the effect of other significant, unusual and/or non-recurring events. Adjusted earnings per share also reflects any stock split, stock dividend or other recapitalization.

We chose these measures because they directly link to Company and business unit performance, are easy to track and are communicated on a
quarterly basis through the Companys earnings press release and conference call. Since business unit operating income and consolidated operating income track core operating performance more closely than earnings per share and because
our business unit leaders have direct responsibility over business unit operating income, we based a greater percentage of the total annual incentive bonus on the primary objective performance measure versus the secondary objective performance
measure (except for Mr. Schultz, whose goals included only Company performance measures). We used the same adjusted measures for our broader-based management incentive plan.

The fiscal 2010 primary objective performance measure for the
named executive officers was either adjusted business unit operating income or adjusted consolidated operating income. To provide increased incentives for better performance, the primary objective measure had a sliding scale that provided for annual
incentive bonus payouts greater than the target bonus if adjusted consolidated operating income or adjusted business unit operating income was greater than the target (up to a maximum 200% payout) or less than the target bonus if adjusted
consolidated operating income or adjusted business unit operating income was lower than the target (subject to a threshold amount). Tied to a very challenging fiscal 2010 annual operating plan, the scales were set by the Compensation Committee so
that the payout potential accelerated as the target and maximum performance levels were achieved to incentivize participants to reach or exceed these stretch goals.

Primary Objective Measure

Target(in Millions
US$)

Adjusted
ActualPerformance(in Millions US$)

% Payout

Adjusted U.S. Business Unit Operating Income

978.2-1,002.0

1,316.4

200

Adjusted International Business Unit Operating Income

178.2-180.7

229.3

200

Adjusted Consolidated Operating Income

1,080.4-1,100.6

1,453.2

200

In addition to the
adjustments for restructuring charges as reflected in our non-GAAP numbers, for fiscal 2010, the primary objective performance measures were adjusted under the Executive Management Bonus Plan as follows: U.S. Business Operating Income was adjusted
to reflect the change in the composition of our reporting units; International Business Unit Operating Income was adjusted to remove the impact of certain foreign currency fluctuations and Consolidated Operating Income was adjusted to remove the
impact of certain foreign currency fluctuations and mark to market adjustments to our Management Deferred Compensation Plan.

The fiscal 2010 secondary objective performance measure was adjusted earnings per share. As shown in the table below, target adjusted
earnings per share for fiscal 2010 was $0.93-$0.95. To provide increased incentive for better performance, the secondary objective performance measure had a sliding scale that provided for bonus payouts greater than the target bonus if adjusted
earnings per share was $0.96 or more (up to a maximum 200% payout for $1.02 or greater) or less than the target bonus if adjusted earnings per share was $0.92 or lower (subject to a threshold adjusted earnings per share of $0.87). Fiscal 2010
adjusted earnings per share was $1.28, resulting in a maximum 200% payout with respect to the secondary objective performance measure.

We used adjusted
consolidated operating income, adjusted business unit operating income and adjusted earnings per share rather than those measures as calculated in accordance with GAAP because we believe the adjusted measures give executives a more certain target
that is within their sphere of control and accountability and thus can more effectively motivate executives to improve Company performance. Using adjusted measures also avoids potentially interfering with the incentive purpose of the awards (i.e.,
focusing on operating results) by increasing or reducing actual bonus payouts based on accounting impacts of unusual events and changes in accounting rules. We used the same adjusted measures for our broader-based management incentive plan. In
setting the objective performance target, we consider target Company performance under the board-approved annual operating and long-term strategic plans, the potential payouts based on achievement at different levels on the sliding scale and whether
the portion of incremental earnings paid as bonuses rather than returned to shareholders is appropriate.

Objective
performance goals are generally targeted to (i) require meaningful year-over-year growth in our business and (ii) not easily be achieved. For example, in a challenging economic environment, 16-19% growth in adjusted earnings per share from
$0.80 in fiscal 2009 was required in order to achieve the target fiscal 2010 adjusted earnings per share of $0.93-$0.95. For every cent of adjusted earnings per share over the target, we believe it is appropriate to provide for increased bonus
payouts due to the significant shareholder returns commonly generated by above-target earnings per share performance. The Compensation Committee and the independent directors have the discretion to reduce the awards paid under the Executive
Management Bonus Plan, but do not have discretion to increase payouts that are based on achievement of the objective performance goals or make a payout based on the objective performance goals if the threshold targets are not achieved.

Individual Performance Goals. For fiscal 2010, all named
executive officers participating in the annual incentive bonus plan had individual performance goals under the plan, other than Mr. Schultz because we believe his individual performance is best reflected by the overall performance of the
Company. We believe individual bonus goals are appropriate primarily to drive individual performance against strategic corporate initiatives. Individual annual incentive bonus goals vary depending on our strategic plan initiatives and each
executives responsibilities. We set the weighting for individual goals at 20% of the total target annual incentive amount in fiscal 2010 because we wanted to drive individual performance of executives while at the same time maximizing tax
deductible performance-based compensation. Individual goals for fiscal 2010 under the Executive Management Bonus Plan for the named executive officers, other than Ms. Holmes and Mr. Culver, were set prior to the beginning of fiscal 2010
and were based on the following four categories: (i) business, (ii) operational excellence, (iii) people and (iv) diversity. Ms. Holmes individual goals were set at the time she was hired and Mr. Culvers
were re-set at the time he was promoted. For fiscal 2010, each of the named executive officers achieved above 95% of their individual performance goals. Specific goals for each named officer included:

 lead organization and
Partner Resources function in diversity and inclusion efforts.

Performance under the Annual Incentive
Bonus Plan. After the end of fiscal 2010, the Compensation Committee decided the extent to which the performance goals were achieved, and subsequently approved and certified the amount of the award to be paid to each
participant (other than Mr. Schultz) in the Executive Management Bonus Plan. The Compensation Committee recommended to the independent directors (who approved and certified) the amount of the award to be paid to Mr. Schultz in the
Executive Management Bonus Plan. Our outstanding fiscal 2010 financial performance exceeded the target primary and secondary objective

performance goals, and our named executive officers performed well against their individual goals. As a result, consistent with our pay for performance philosophy, annual incentive bonus payouts
for fiscal 2010 exceeded target bonuses. The table below shows the fiscal 2010 actual payout levels for each component of the Executive Management Bonus Plan, based on achievement of the performance metrics, and the aggregate fiscal 2010 annual
incentive payouts, which are also disclosed in the Non-Equity Incentive Compensation Plan column of the Summary Compensation Table on page 47.

Fiscal 2010 Executive Management Bonus
Plan Payout

Named Executive Officer

Payout
forPrimary ObjectivePerformance
Goal(%)

Payout
forSecondary ObjectivePerformance
Goal(%)

Payout forIndividualPerformance Goals(%)

TotalPayout($)

TargetBonus (as
a% of BaseSalary)

Total Payout(as a %
ofBase Salary)

Howard Schultz

200

200

N/A

3,500,000

(1)

150

269.2

Troy Alstead

200

200

98.5

822,525

75

149.6

Clifford Burrows

200

200

98.5

972,075

75

149.6

John Culver

200

200

100.0

787,500

75

150.0

Kalen Holmes

200

200

95.5

429,433

(2)

65

107.4

(1)

Based on fiscal 2010 financial performance, Mr. Schultz earned a 200% payout on both his primary and secondary objective performance measures. The resulting bonus
amount exceeded the limit of $3.5 million that may be paid to any executive officer based on accomplishment of the objective performance goals for any single fiscal year under the Executive Management Bonus Plan. As a result, his fiscal 2010
bonus was capped at $3.5 million.

(2)

Ms. Holmes bonus payout was pro-rated for 10 months based on her November 16, 2009 hire date.

Why We Use Stock Options: The Compensation Committee believes that stock options are an appropriate equity vehicle for a
portion of long-term incentive compensation for our executives because they are performance-based, providing value only if our stock price increases over time, which aligns our executives interests with the long-term interests of shareholders.
We do not grant discounted options.



Why We Use Performance RSUs: The Compensation Committee believes that performance RSUs are an appropriate equity vehicle
for a portion of long-term incentive compensation for our executives because performance RSUs align executives interests with the interests of shareholders by focusing executives on long-term company performance. Performance RSUs are earned
based on achievement of objective, pre-established performance goals and, once earned, the performance RSUs are subject to additional time-based vesting requirements. The value of performance RSUs increases if our stock price increases during the
vesting period and the value of performance RSUs decreases if the price declines. Performance RSUs also serve to retain executives as they have a more stable value because the executive will receive some economic value (if performance goals are met)
even if the stock price declines or stays flat (as value is realized upon vesting).

In November 2009, the
Compensation Committee (and with respect to Mr. Schultz, the independent directors) approved an economic value for the fiscal 2010 long-term incentive compensation award for each named executive officer. For fiscal 2010, the independent
directors approved an increase in Mr. Schultzs economic value from $8.2 million to $10.5 million. For fiscal 2010, the Compensation Committee decided to increase the economic value for Mr. Alstead from $610,000 to $1.4 million, for
Mr. Burrows from $800,000 to $1.4 million and for Mr. Culver from $570,000 to $1.4 million (which includes Mr. Culvers annual award and promotional award). These changes reflect the independent directors and the
Compensation Committees desire

to have a higher portion of each executive officers compensation tied to increasing shareholder value and take into account that, because the Company does not provide a pension or
supplemental executive retirement plan, our equity based awards represent a greater share of long-term wealth accumulation than at some peer companies. It also supports our pay for performance philosophy by placing more emphasis on the incentive
components of pay. Ms. Holmes did not receive an annual equity award, but instead received an equity award in the form of stock options and time-based restricted stock units at the time she was hired.

For fiscal 2010, each of the named executive officers long-term incentive compensation was above median. The Compensation Committee
approved awards above median based on the Companys fiscal 2009 performance, individual performance and other relevant business reasons, including motivating performance for fiscal 2010. Mr. Schultzs long-term incentive award value
was above median because the independent directors wanted to tie a significant portion of his compensation to driving Company performance and to provide additional incentive to Mr. Schultz as there were several major Company initiatives
underway in fiscal 2010 that were key to meeting the Companys targeted operating performance. Mr. Alsteads target value was above median because the Compensation Committee wanted to bring his total direct compensation in line with
the median. Mr. Burrows target value was above median because the Compensation Committee wanted to tie his compensation to driving Company performance as the U.S. business, which constitutes a significant majority of the
Companys total net revenues, was facing significant challenges at the time the fiscal 2010 compensation decisions were made. Mr. Culvers target value was above median because the Compensation Committee wanted to tie his compensation
to driving Company performance as the International business represents a significant growth opportunity for the Company.



Stock Options. The amount of stock options granted to executive officers for fiscal 2010 was based on a target total equity award value.
The number of stock options granted was calculated by dividing 50% of the target total equity award value by a closing price multiplier. The closing price multiplier was equal to the closing market price of Starbucks stock on the date of grant
multiplied by a Black-Scholes option value ratio. The number of stock options granted to each named executive officer is disclosed in the Fiscal 2010 Grants of Plan-Based Awards table on page 49.



Performance RSUs. The target amount of performance RSUs for executive officers for fiscal 2010 was based on a target total equity award
value. The number of performance RSUs was calculated by dividing 50% of the target total equity award value by the closing market price of Starbucks stock on the date of grant. The actual number of performance RSUs earned was based on achievement of
adjusted earnings per share for fiscal 2010. As shown in the table below, target adjusted earnings per share for fiscal 2010 was $0.93-$0.95. To provide increased incentive for better performance, the fiscal 2010 performance measure for the
performance RSUs had a sliding scale so that each named executive officer could achieve from 0% to 200% of the target award amount. For fiscal 2010, we chose adjusted earnings per share as the performance metric for performance RSUs as well as for a
portion of our annual incentive bonus plan because we wanted to focus our incentive compensation on driving shareholder value. The number of performance RSUs that could be earned by each named executive officer based on adjusted earnings per share
achievement at threshold, target and maximum performance levels are disclosed in the Fiscal 2010 Grants of Plan-Based Awards table on page 49.

For each named
executive officer, the target number of performance RSUs was multiplied by the applicable percentage of achievement, based on actual adjusted earnings per share performance, to determine the earned performance RSUs. This number constituted the
maximum number of RSUs that may be earned under the fiscal 2010 performance RSU award. The Compensation Committee and the independent directors do not have discretion to increase or decrease the number of performance RSUs that are earned based on
achievement of the performance goal. Fiscal 2010 adjusted earnings per share was $1.28, which resulted in executive officers earning 200% of the target performance RSU award. The amounts shown in the table below represent the actual number of
performance RSUs earned by each participating named executive officer for fiscal 2010. The earned performance RSUs will vest 50% on the second anniversary of the date of grant and 50% on the third anniversary of the date of grant, subject to the
executives continued employment with Starbucks through each date.

Named Executive Officer

Fiscal 2010 Earned Performance RSUs

Howard Schultz

475,974

Troy Alstead

63,464

Clifford Burrows

63,464

John Culver

43,970

Kalen Holmes

N/A

(1)

(1)

Ms. Holmes
was hired on November 16, 2009. As such, she did not receive the annual equity award.

Other
Compensation

Perquisites and Other Executive Benefits. Our executive compensation
program includes limited executive perquisites and other benefits. The aggregate incremental cost of providing perquisites and other benefits to the named executive officers is included in the amounts shown in the All Other Compensation
column of the Summary Compensation Table on page 47 and detailed in the Fiscal 2010 All Other Compensation Table on page 48. We believe the perquisites and other executive benefits we provide are representative of those offered by the
companies that we compete with for executive talent, and therefore offering these benefits serves the objective of attracting and retaining top executive talent. In the Compensation Committees view, some of the perquisites and other benefits,
particularly home and personal security services, are provided primarily for the Companys benefit notwithstanding the incidental personal benefit to the executive. We provided the following perquisites to named executive officers in fiscal
2010:



Security. Under our executive security program, we provide security services to the chairman, president and chief
executive officer and certain other executives. Security services include home

security systems and monitoring and, in the case of the chairman, president and chief executive officer, personal security services. These protections are provided due to the range of security
issues encountered by senior executives of large, multinational corporations, and particularly with respect to high-profile founders such as our chairman, president and chief executive officer. We believe that the personal safety and security of our
senior executives is of the utmost importance to the Company and its shareholders. Therefore, we consider the costs associated with these benefits to be appropriate and necessary business expenses notwithstanding the incidental personal benefit to
the executive. For fiscal 2010, Howard Schultz agreed to reimburse the Company for a portion of his personal security costs. As a result, the Companys aggregate incremental cost of security benefits for Mr. Schultz was $210,268 in fiscal
2010, which is a significant reduction compared to fiscal 2009.



Personal Use of Corporate Aircraft. Under our corporate aircraft use policy, the chairman, president and chief
executive officer, the chief financial officer and, if approved by the chairman, president and chief executive officer, other members of management are permitted limited personal use of our corporate-owned aircraft, but are required to reimburse
Starbucks for the costs attributable to their personal use. Those reimbursements are discussed in the section Certain Relationships and Related Transactions on page 75. In addition, family members or other guests occasionally
accompany Mr. Schultz on business trips when space is available. We do not incur any aggregate incremental costs for this use, but it is treated as imputed income to Mr. Schultz under IRS rules.



Executive Physicals. We offer to pay for an annual physical examination for all partners at the senior vice
president level and above, which includes all of our executive officers. We provide these physicals at minimal cost for the Companys benefit, in an effort to minimize the risk of losing the services of senior management due to unforeseen
significant health issues.



Executive Life and Disability Insurance. We provide life and disability insurance to all partners at the vice
president level and above, including all of our executive officers, at a higher level than is provided to partners generally. We believe this is a common benefit offered to management employees in comparable positions by comparator group companies.



Expatriate Package. Under limited circumstances, we provide certain reimbursements and benefits to partners that
expatriate to another country for work on the Companys behalf. Mr. Burrows, prior to assuming his role as president, Starbucks Coffee U.S. in March 2008, was located in the Netherlands as an expatriate from the United Kingdom. In
2010, Mr. Burrows received tax preparation assistance for equity income earned in 2009 covering multiple tax jurisdictions and a nominal tax equalization benefit. Additionally, outstanding reimbursements for household goods shipping and
destination services received in 2008 were made in 2010. Mr. Burrows no longer receives expatriate benefits except for certain tax preparation assistance related to equity income taxable due to his Dutch expatriate assignment. Mr. Culver, prior
to returning to the U.S. in mid-2009, was located in Hong Kong as an expatriate. In 2010, Mr. Culver received tax preparation services and a tax equalization benefit related to his 2009 income, as well as reimbursement for an outstanding
2009 temporary living expense. Mr. Culver no longer receives expatriate benefits. Starbucks incremental cost in fiscal 2010 for each of these perquisites is reported in the Summary Compensation Table on page 47 and detailed in the
Fiscal 2010 All Other Compensation Table on page 48. We believe these are common packages offered to expatriated employees at other large global companies.

Discretionary Bonuses and Equity Awards. We pay sign-on, first-year guaranteed and other
discretionary bonuses and grant new-hire equity awards when necessary or appropriate, including to attract top-executive talent from other companies. Executives we recruit often must forfeit unrealized value in the form of unvested equity and other
forgone compensation opportunities provided by their former employers. Sign-on and first-year guaranteed bonuses and special equity awards are an effective means of offsetting the compensation

opportunities executives lose when they leave a former employer to join Starbucks. We typically require newly recruited executives to return a pro rata portion of their sign-on bonus if they
voluntarily leave Starbucks within a certain period of time (usually one to two years) after joining us, and new-hire equity awards are subject to a time-based vesting period. We did not award a discretionary cash bonus to any named executive
officer in fiscal 2010, other than a sign-on bonus to Ms. Holmes, which is disclosed in the Bonus column of the Summary Compensation Table on page 47. Ms. Holmes also received a new-hire equity award in the form of stock
options and time-based restricted stock units, which is disclosed in the Stock Awards and Option Awards columns of the Summary Compensation Table on page 47.

In certain circumstances we grant discretionary equity awards in the form of stock options or time-based RSUs in order to retain key
executives or recognize expanded roles and responsibilities. In fiscal 2010, we did not award any such discretionary equity awards to any of the named executive officers.

Deferred Compensation. Our named executive officers, in addition to some of our other executive officers, are eligible to defer cash compensation under the Management
Deferred Compensation Plan, and certain key partners previously were eligible to defer gains from equity awards under the 1997 Deferred Stock Plan.



Management Deferred Compensation Plan. We offer participation in the plan to a group of management and highly
compensated partners, including, but not limited to, executive officers, because their participation in our 401(k) plan is limited under federal income tax rules and we believe they should have other similar tax-efficient means of saving for
retirement. We do not pay or guarantee above-market returns. The appreciation, if any, in the account balances of plan participants is due solely to contributions by participants, any Company matching contributions and the underlying performance of
the investment funds selected by the participants. The investment alternatives available to Management Deferred Compensation Plan participants are identical to those available to 401(k) plan participants.



1997 Deferred Stock Plan. Under the 1997 Deferred Stock Plan, key partners designated by the Compensation Committee
could elect to defer gains from stock option exercises in the form of deferred stock units that became payable in shares of common stock upon the expiration of the deferral period specified by the executive. In September 1997, Mr. Schultz
elected to defer receipt of 3,394,184 shares of common stock (as adjusted for stock splits since 1997). In November 2006, with the consent of the Compensation Committee, Mr. Schultz elected to re-defer receipt of the shares until December
2012 (or earlier if his employment with Starbucks terminates). Although the Compensation Committee may consider another re-deferral by Mr. Schultz, we no longer permit new deferrals. Mr. Schultz is entitled to receive cash dividends on the
deferred stock units. Cash dividends declared and paid by the Company are paid directly to Mr. Schultz in accordance with the 1997 Deferred Stock Plan.

General Partner Benefits. Executives are eligible to participate in all benefit plans we offer to partners generally. This helps us attract and retain top executive
talent.



Employee Stock Purchase Plan. Among the plans we offer to U.S. and Canadian partners generally, including
executive officers, is our U.S. tax-qualified employee stock purchase plan. Under the plan, eligible partners may acquire our stock at a discounted price through payroll deductions. The plan allows participants to buy stock at a 5% discount to
the market price on the last trading day of the purchase period. No plan participant is allowed to purchase more than $25,000 in market value of our stock under the plan in any calendar year.

the current year and each of the past several years; (ii) actual realized value for each of the past several years (the sum of cash received, gains realized from equity awards, and the value
of perquisites and other benefits); (iii) the amount of unrealized value from prior equity grants and accumulated deferred compensation; and (iv) the amount the executive could realize upon a change in control or any severance arrangement,
which for Starbucks includes only amounts from the acceleration of equity award vesting. Although tally sheets do not drive individual executive compensation decisions, the Compensation Committee uses tally sheets for several purposes. First, it
uses tally sheets as a reference so that Committee members understand the total compensation being delivered to executives each year and over a multi-year period. Tally sheets also enable the Compensation Committee to validate its strategy of paying
a substantial majority of executive compensation in the form of equity, by showing amounts realized and unrealized by executives from prior equity grants. In some cases, the Compensation Committees review of tally sheets may lead to changes in
the named executive officers benefits and perquisites. For fiscal 2010, there were no changes to the named executive officers benefits and perquisites based on the Compensation Committees review of tally sheets.

Internal Pay Equity

The Compensation Committee considers internal pay equity, among other factors, when making compensation decisions. However, the Compensation Committee does not use a fixed ratio or formula when comparing
compensation among executive officers. In addition, the Compensation Committee reviews executive compensation in the same manner for each of the named executive officers, including our chairman, president and chief executive officer.

Our chairman, president and chief executive officer is compensated at a higher level than other executive officers due to his
significantly higher level of responsibility, accountability and experience. For fiscal 2010, Mr. Schultzs base salary was set at $1.3 million, a 9% increase and his first increase since fiscal 2004. Mr. Schultz receives more of his
pay in the form of long-term incentive compensation, rather than annual cash compensation, as compared to the compensation of the other named executive officers. Given Mr. Schultzs responsibility for overall Company performance, the
independent directors believe greater compensation in the form of long-term incentive compensation will align his compensation with the long-term performance of the Company. The independent directors believe that compensating the chief executive
officer at a higher level than the other executive officers and weighting the chief executive officers total compensation more heavily toward long-term incentive compensation is consistent with market practices and appropriately reflects the
contributions of our chief executive officer.

We believe the fiscal 2010 target total direct compensation for
Messrs. Alstead, Burrows and Culver in relation to the compensation targeted for Mr. Schultz and to one another was reasonable and appropriate given each executives responsibilities and fiscal 2009 performance. Since Ms. Holmes
was hired November 16, 2009, she was not eligible to receive the annual equity award, but instead received an equity award at the time she was hired. As a result, the Compensation Committee did not review an annual target total direct
compensation package for her for fiscal 2010, but instead reviewed each element of her compensation at the time she was hired. For fiscal 2010, the differences in pay among our named executive officers relative to each other and Mr. Schultz are
based on market differences for the particular job, job responsibilities and scope, professional experience and adjustments for individual performance.

Comparator Group Companies and Benchmarking

The Compensation Committee
refers to executive compensation surveys prepared by Towers Watson when it reviews and approves executive compensation. The surveys reflect compensation levels and practices for executives holding comparable positions at targeted comparator group
companies, which helps the Compensation Committee set compensation at competitive levels. The Compensation Committee, with assistance from F.W. Cook & Co., annually reviews specific criteria and recommendations regarding companies to add or
remove from the comparator group. The Compensation Committees primary selection criteria are revenue, market capitalization, industry and international operations; secondary selection criteria are brand recognition and growth in revenue,
earnings per share, and total shareholder return.

Based on the above criteria, the Compensation Committee selected a fiscal 2010 comparator
group of 18 companies, as shown in the table below. Although changes to the comparator group are made when appropriate, the Compensation Committee prefers to keep the group substantially the same from year to year to produce more consistent and
useful compensation benchmarking. In June 2009, when the Compensation Committee conducted its annual review of the comparator group for the next fiscal year, it removed Brinker International from the group as it no longer met a majority of the
primary criteria for a period longer than one year. Darden Restaurants and Coach were added to the comparator group list for fiscal 2010 because they were relevant comparators and fit the objective selection criteria.

The data reviewed by the Compensation Committee in connection with its fiscal 2010 target total
direct compensation decisions shows that, among the 19 (the 18 comparator group companies plus Starbucks), we ranked as listed below under 2009. The 2010 data below shows where we ranked at the end of fiscal 2010. In addition, the Companys
total shareholder return over the fiscal 2010 prior one- and three-year periods was 25% and -1%, respectively.

One-Year Performance

2009

2010

Revenue growth

16

th

10

th

Earnings Per Share growth

2

nd

2

nd

Net Income growth

3

rd

2

nd

Total Shareholder Return

2

nd

8

th

Three-Year Performance

2009

2010

Revenue growth

6

th

15

th

Earnings Per Share growth

15

th

11

th

Net Income growth

16

th

9

th

Total Shareholder Return

18

th

14

th

When determining each element of target total direct
compensation, the Compensation Committee reviewed comparator group data on a one-year and three-year basis. Generally, for the annual compensation review, greater weight is given to the three-year-average data due to potential variability in data
year-over-year, while one-year data is considered primarily for new hire or promotional compensation decisions.

The Compensation Committee compares each executive officers base salary, target annual incentive bonus and long-term incentive compensation value, both separately and in the aggregate, to amounts
paid for similar positions at comparator group companies. The Compensation Committee sets target total direct compensation for executives at approximately the median (or 50th percentile) range among comparator group companies (based on the Companys performance at plan). The
Compensation Committee considers the median range to generally be plus or minus 10% for base salary, plus or minus 15% for target total cash compensation and plus or minus 20% for target total direct compensation. The Compensation Committee believes
that setting target total direct compensation at the median range helps achieve the executive compensation program objectives and design (as described above). However, target total direct compensation for each executive may vary from the
50th percentile of comparator group companies depending on the factors the Compensation Committee considers

most relevant each year, as previously explained. Fiscal 2010 target total direct compensation for Mr. Alstead was positioned near the median. For all other named executive officers, other
than Ms. Holmes, target total direct compensation was above median based on their above median target long-term incentive awards (as described above). Since Ms. Holmes was hired November 16, 2009, she was not eligible to receive the
annual equity award, but instead received an equity award at the time she was hired. As a result, the Compensation Committee did not review a target total direct compensation package for her for fiscal 2010, but instead reviewed each element of her
compensation at the time she was hired.

Other Policies and Considerations

Change-in-Control and Termination Arrangements

We do not provide any special change-in-control benefits to executives. Consistent with our Total Pay philosophy, our only change-in-control arrangement, which applies to all partners with
equity compensation awards, is accelerated vesting of equity. Our equity awards contain a double trigger accelerated vesting provision, meaning that unvested stock options and unvested restricted stock units will accelerate vesting only
if (i) there is a change in control and (ii) stock options and restricted stock units are assumed or substituted with stock options or restricted stock units of the surviving company, the partner is terminated or resigns for good reason
within one year after the change in control. If stock options or RSUs are not assumed or substituted with stock options or RSUs of the surviving company, they vest immediately upon a change in control. We believe that it is appropriate to provide
double-trigger accelerated vesting benefits because it achieves the intent of our Amended and Restated 2005 Long-Term Equity Incentive Plan to align executives interests with the interests of shareholders without providing an undue benefit to
executives who continue to be employed following a change-in-control transaction.

We occasionally offer a severance benefit
arrangement for a new executive officer to provide for one years base salary if we terminate his or her employment for any reason other than cause (which generally requires misconduct) within one year of the executives hire
date. We may also offer severance benefit arrangements for terminated or separated executives as part of a negotiated termination of employment in exchange for a release of claims against the Company and other covenants in the best interests of the
Company. None of our named executive officers for fiscal 2010 has any such severance benefit arrangement.

Executive Stock
Ownership Guidelines

In September 2007, the Compensation Committee adopted stock ownership guidelines for executive
officers to encourage our executives to have a long-term equity stake in Starbucks and align their interests with the interests of shareholders. The Compensation Committee amended the guidelines in November 2010 to provide that each executive
officer must own a multiple of his or her annual base salary in Starbucks stock (as compared to a minimum investment requirement under our previous guidelines) and to introduce a holding requirement. Our chairman, president and chief executive
officer must own at least 6 times his base salary, each of our presidents (U.S. and International) and chief financial officer must own at least 3 times his or her base salary and each of our other executive officers must own at least 2 times his or
her base salary. Each executive officer generally has five years to achieve the minimum ownership requirement. Until the ownership requirement is satisfied, the executive officer is required to hold 50% of the net shares received upon the exercise
of stock options and 50% of the net shares received upon the vesting of RSUs.

In addition to shares held outright, the
unrealized value of vested, in-the-money stock options counts for up to 25% of the ownership requirement. Unrealized value is measured as the difference between aggregate exercise price and aggregate market value of underlying shares. The
Compensation Committee monitors each executives progress toward the ownership requirement on an annual basis. Since the ownership requirements were adopted in 2007, we have not reached the end of the five-year requirement period. However,
Mr. Schultz significantly exceeds his minimum ownership requirement of 6 times his base salary.

During its November 2009 meeting, the board of directors, upon the recommendation of the Compensation Committee, approved the Recovery of
Incentive Compensation Policy. The policy allows the Company to seek reimbursement with respect to incentive compensation paid or awarded to executive officers (as designated by the board) where (i) the payment of a bonus or equity award (or
the vesting of such award) was predicated upon the achievement of financial results that were the product of fraudulent activity or that were subsequently the subject of a material negative restatement and (ii) a lower bonus payment or equity
award would have been made to executive officers (or lesser or no vesting would have occurred with respect to such award) based on the restated financial results or the financial results that would have pertained absent such fraudulent activity. The
Compensation Committee believes that the Recovery of Incentive Compensation Policy is in the best interests of the Company. The policy is effective, with respect to equity awards, beginning with awards granted in fiscal 2010 and, with respect to
annual incentive bonuses, beginning with bonuses earned for fiscal 2010.

Equity Grant Timing Practices

We grant our equity awards in accordance with the following equity compensation grant timing guidelines:

Regular Annual Grant Dates. Regular annual grants for partners and non-employee members of the board
are approved at the November Compensation Committee and board meetings, and the grant date for such annual grants is the second business day after the public release of fiscal year-end earnings. However, if fiscal year-end earnings are
released before the November Compensation Committee and board meetings, then the grant date will be the Monday following such meetings. The grants are approved as formulas based on a specified dollar amount; the number of shares and exercise price
for each option grant are determined based on the closing market price of our stock on the grant date and the number of shares for each RSU grant is determined by dividing the dollar amount by the closing market price of our stock on the grant date.

Grant Dates for New Hires and Promotions. Grant dates for new hire and promotion grants
are determined as follows:



Standard New Hire/Promotion Grants to Vice Presidents and Below. Grants to newly hired or newly promoted partners
with titles of vice president or below that fall within parameters previously approved by the Compensation Committee are approved by written action of the chief executive officer acting under a delegation from the Committee. These grants generally
occur on the same date each month and cover partners whose offer letters are signed and who are working in their new positions as of an earlier date in that month.



All Other New Hire/Promotion Grants. All other new hire/promotion grants are approved by resolution of the
Compensation Committee and, unless a future effective date is specified, are effective as of the date of the meeting at which they are approved or, in the case of written consents, as of the date the last Committee member signs the consent (in the
event the date the last Committee member signs the consent falls on a weekend or holiday, the grant will occur on the next trading day). All other new hire/promotion grants include grants (i) to senior vice presidents or above under
all circumstances and (ii) to vice presidents or below for new hire or promotion grants outside the parameters the Compensation Committee has delegated the chief executive officer authority to approve.

Grant Dates for Other Equity Awards. Grant dates for equity awards other than annual equity award
grants and new hire/promotion grants are determined as follows:



Grants to Vice Presidents and Below by the Chief Executive Officer with Delegated Authority. Grants to partners
with titles of vice president or below that fall within the parameters previously approved by the Compensation Committee are approved by written consent of the chief executive officer acting under delegation from the Compensation Committee. These
grants generally occur on the same date each month.

All Other Equity Award Grants. All other equity award grants are approved by resolution of the Compensation
Committee and, unless a future effective date is specified, are effective as of the date of the meeting at which they are approved or, in the case of written consents, as of the date the last Committee member signs the consent (in the event the date
the last Committee member signs the consent falls on a weekend or holiday, the grant will occur on the next trading day).

Initial Grant Dates for Newly Elected Non-Employee Directors. The grant date for initial grants to newly elected non-employee members of the board of directors is the
date of election to the board, if the election date is open for trading under our blackout policy for stock trading, or as of the first open trading day after the election date, if the election date is not open for trading under our blackout policy.

Tax Deductibility of Executive Compensation

The Compensation Committee also considers how it can optimize our tax deductibility of executive compensation under Section 162(m) of the Internal Revenue Code by delivering compensation that is
performance-based to the greatest extent possible while also delivering non-performance-based elements at competitive levels. Section 162(m) of the Internal Revenue Code prevents us from taking a tax deduction for non-performance-based
compensation in excess of $1 million in any fiscal year paid to the chief executive officer and the three other most highly compensated named executive officers (excluding the chief financial officer). We refer to these executives as the
Section 162(m) covered executives. In designing our executive compensation program, we carefully consider the effect of Section 162(m) together with other factors relevant to our business needs. We generally design annual
incentive and long-term performance awards to be tax-deductible to Starbucks, so long as preserving the tax deduction does not inhibit our ability to achieve our executive compensation objectives. We will pay non-deductible compensation when
necessary to achieve our executive compensation objectives. For fiscal 2010, the following elements of compensation were designed to qualify as tax-deductible under Section 162(m):

Annual Incentive Bonus. The Executive Management Bonus Plan, as in effect during fiscal 2010, was
designed to enable 100% of the annual incentive bonus paid to Mr. Schultz and at least 80% of the annual incentive bonus paid to the other named executive officers to qualify as performance-based and therefore be deductible under
Section 162(m). We believe it is important for the executive team to have individual performance bonus goals in order to drive specific behaviors and business initiatives, even if it means a portion of their bonuses will not be tax-deductible.

Stock Options. Stock options granted to the Section 162(m) covered executives are
designed to qualify as performance-based compensation, and any gain upon exercise of the options should be fully deductible under Section 162(m).

Performance-Based RSUs. Performance RSUs granted to the Section 162(m) covered executives are designed to qualify as performance-based compensation, except as
described below with respect to performance RSUs granted in fiscal 2011, and any gain upon vesting of the performance RSUs should be fully deductible under Section 162(m).

Compensation paid to the Section 162(m) covered executives that is not considered performance-based under
Section 162(m) is not deductible to the extent that it, together with other non-performance-based compensation, exceeds $1 million in any fiscal year. For fiscal 2010, the following elements of compensation were not designed to qualify as
tax-deductible under Section 162(m): base salary, Ms. Holmes sign-on bonus, time-based restricted stock units, the portion under the Executive Management Bonus Plan based on individual performance goals and certain other
compensation. For fiscal 2010, other compensation paid to Mr. Schultz included: (i) imputed income related to travel by Mr. Schultzs family members on certain flights using corporate aircraft and (ii) imputed income for
life and long-term disability insurance premiums paid by Starbucks.

Performance RSUs granted in fiscal 2011 will not qualify as Section 162(m)
performance-based compensation, but if shareholders approve the revised performance criteria under the 2005 Long-Term Equity Incentive Plan as set forth in Proposal 4, performance RSUs granted in the future will qualify as Section 162(m)
performance-based compensation, and any gain upon vesting of such performance RSUs should be fully deductible under Section
162(m).

Compensation Committee Report

The Compensation Committee has reviewed and discussed the foregoing Compensation Discussion and Analysis with management. Based on this
review and discussion, the Compensation Committee recommended to the board of directors that the Compensation Discussion and Analysis be included in the Starbucks 2010 10-K and this proxy statement.

The following table sets forth information regarding the fiscal 2010 compensation for our chief executive officer, chief financial
officer, and our other three most highly compensated executive officers in fiscal 2010 (collectively, our named executive officers). Columns required by SEC rules are omitted where there is no amount to report. The table also sets forth
information regarding the fiscal 2008 and/or fiscal 2009 compensation for Messrs. Schultz, Alstead and Burrows because they were also named executive officers in fiscal 2008 and/or fiscal 2009.

Name and Principal Position

Year

Salary($)(1)

Bonus($)

StockAwards($)(2)

OptionAwards($)(2)

Non-EquityIncentive PlanCompensation($)(3)

All OtherCompensation($)(4)

Total($)

Howard Schultz

2010

1,280,804



10,499,986

6,220,559

3,500,000

231,664

21,733,013

chairman, president and chief executive officer

2009

643,954

1,000,000



12,391,520



935,676

14,971,150

2008

1,190,000





7,786,090



764,366

9,740,456

Troy Alstead

2010

549,615



1,400,016

681,712

822,525

4,116

3,457,984

chief financial officer and chief administrative officer

2009

430,385

59,252

257,998

423,401

243,000

1,119

1,415,155

Clifford Burrows

2010

663,154



1,400,016

681,712

972,075

73,388

3,790,345

president, Starbucks Coffee U.S.

2009

595,000

139,570

515,997

448,378

436,865

88,415

2,224,225

2008

565,990





494,668



610,151

1,670,809

John Culver

2010

523,654



969,978

904,028

787,500

206,680

3,391,840

president, Starbucks Coffee International

Kalen Holmes

2010

346,154

200,000

(5)

749,999

1,133,202

429,433

4,745

2,863,533

executive vice president, Partner Resources

(1)

See page 30
for discussion and analysis of base salary levels. Mr. Schultzs base salary reported for fiscal 2009 represents an annual salary of $1.19 million; however, in January 2009, Mr. Schultz requested his base salary be decreased to $6,900
effective March 30, 2009. His base salary was reinstated to $1.19 million on September 28, 2009 and increased to $1.3 million effective December 1, 2009.

(2)

The amounts shown
in these columns represent the aggregate grant date fair values of the stock options and performance RSUs awarded in 2010, 2009 and 2008, respectively. The 2009 and 2008 award values were recalculated from the amounts shown in prior proxy statements
to reflect the grant date fair value rather than the amount expensed for financial statement reporting purposes for the fiscal year, as required by a change in SEC rules effective beginning this proxy statement. The grant date fair values have been
determined based on the assumptions and methodologies set forth in the Companys 2010 Form 10-K (note 14). The assumed expected term of stock options shown in the Companys 2010 Form 10-K note 14 is a weighted average expected term
covering all optionees. However, Mr. Schultzs historical practice of not exercising stock options until very late in their term requires us to apply a unique expected term assumption that exceeds eight years when valuing options granted
to him for purposes of GAAP. In addition, in accordance with GAAP, the fair value of a stock option granted to a retirement-eligible partner will be expensed earlier than an identical stock option granted to a partner who is not retirement-eligible.
Mr. Schultz waived the accelerated vesting feature for options granted subsequent to fiscal year 2006.

As more fully explained on page 39, these amounts include the premiums paid to the named executive officers under our executive life and
disability insurance plans.

(B)

As more fully explained on page 40, these amounts include Company matching contributions to the accounts of the named executive officers in the
Management Deferred Compensation Plan and the Companys 401(k) plan.

(C)

As more fully explained on page 38, these amounts include the aggregate incremental costs to the Company of providing security services and
equipment to the chairman, president and chief executive officer and certain other executives.

(D)

These amounts represent additional compensation for a tax equalization benefit received by the executive due to increased taxes and imputed income from
his expatriate assignment.

(E)

As more fully
explained on page 39, these amounts include the aggregate incremental costs to the Company of providing annual physical examinations to our named executive officers. For Mr. Burrows, this amount includes $49,416 in expenses related to his
expatriate assignment and relocation to the United States in connection with his promotion to president, Starbucks Coffee U.S. and for Mr. Culver, this amount includes $94,561 in expenses related to his expatriate assignment and relocation to
the United States in connection with his promotion to president, Starbucks Coffee International.

(F)

As discussed on page 76, Mr. Schultz reimbursed us for the aggregate incremental cost of his personal use of corporate aircraft during fiscal
2009. Occasionally, Mr. Schultzs family members and other guests accompany him on the corporate aircraft when he is traveling on Company business. This use does not result in aggregate incremental costs to the Company, but is treated as
imputed income to Mr. Schultz under IRS rules.

Annual option awards granted in November 2009 were approved by the independent directors on the recommendation of the Compensation Committee. The grant
of options to Mr. Culver in connection with his promotion and the grant of stock options and time-based restricted stock units to Ms. Holmes in connection with her joining the Company were approved by the Compensation Committee. In
accordance with our equity grant timing policy in place at the time of the November 2009 grant, the grant date for the regular annual equity grant (which was approved on November 10, 2009) was the second business day after our fiscal 2009
earnings release; however, since the earnings release was before the November Compensation Committee and board meetings, the grant date, according to the policy, was the Monday following such meetings (Monday, November 16, 2009). The equity
grant timing policy is described beginning on page 44.

The grant date
fair value for performance RSUs is calculated assuming the maximum performance (200%). Since Ms. Holmes was hired November 16, 2009, she was not eligible to receive the annual equity award, but instead received an equity award in the form
of stock options and time-based RSUs at the time she was hired.

Since
Ms. Holmes started after the beginning of the fiscal year, she received a pro-rated bonus under the Executive Management Bonus Plan. As such, the amounts listed in the Potential Future Payouts Under Non-Equity Incentive Plan Awards
column have been adjusted to reflect her pro-rated amount.

The following narrative discusses the material
information necessary to understand the information in the tables above.

Equity Awards. The
amount of stock options granted to executive officers for the fiscal 2010 annual equity award was based on a target economic value for the total equity award value. The number of stock options granted was calculated by dividing 50% of the total
equity award value by a closing price multiplier. The closing price multiplier was equal to the closing market price of Starbucks stock on the date of grant multiplied by a Black-Scholes factor. The stock options shown in the table were awarded in
early fiscal 2010. The target amount of performance RSUs for executive officers for fiscal 2010 was based on a target economic value for the total equity award value. The number of performance RSUs granted was calculated by dividing 50% of the total
equity award value by the closing price of Starbucks stock on the date of grant.

A discussion and analysis of how award
levels were determined begins in the Long-Term Incentive Compensation section on page 36. All equity awards shown in this table were granted under the 2005 Key Employee Plan Sub-Plan (2005 Key Employee Plan) to our 2005
Long-Term Equity Incentive Plan. The stock options have an exercise price equal to the closing market price of our common stock on the date of grant. The options will vest in four equal annual installments beginning on the first anniversary of the
grant date, subject to continued employment with us, and expire 10 years after the date of grant. The time-based restricted stock units granted to Ms. Holmes will vest in four equal installments beginning on the first anniversary of the
grant date. The earned performance RSUs will vest 50% on the second anniversary of the date of grant and 50% on the third anniversary of the date of grant, subject to continued employment with us. Threshold amounts for the performance RSUs are based
on the achievement of adjusted earnings per share at the threshold of $0.87, permitting 10% of the target performance RSU grant to be earned. Target amounts for the performance RSUs assume 100% achievement of adjusted earnings per share of
$0.93-$0.95. Maximum amounts for the performance RSUs are based on the achievement of adjusted earnings per share of $1.02 or greater, permitting 200% of the target performance RSU grant to be earned. For fiscal 2010, the named executive officers,
other than Ms. Holmes, achieved 200% of the target performance RSU award resulting in the following number of RSUs earned: Mr. Schultz  475,974; Mr. Alstead  63,464; Mr. Burrows  63,464; and Mr. Culver
 43,970. Since Ms. Holmes was hired November 16, 2009, she was not eligible to receive the annual equity award, but instead received an equity award in the form of stock options and time-based RSUs at the time she was hired.

All stock options will become fully vested and exercisable (i) if the recipient terminates his employment at or after
the age of 55 and with at least 10 years of credited service with Starbucks (other than with respect to Mr. Schultz, as explained below) and (ii) under the circumstances described beginning on page 57 under Equity
Acceleration. Restricted stock units do not accelerate upon retirement or death. Mr. Schultz voluntarily waived accelerated vesting of the options upon termination of employment at or after the age 55 and with at least 10 years
of service. Mr. Schultz agreed to forgo this accelerated retirement vesting so the Company would not be required to similarly accelerate the recognition of expense for the award in our financial statements. The grant date fair value of each
stock option awarded to Mr. Schultz is significantly greater than the fair value of stock options granted to the other named executive officers because Mr. Schultzs historical practice of not exercising stock options until very late
in their term has resulted in a longer expected term for his options than the other executives. The longer expected life leads to a significantly higher fair value in accordance with GAAP.

Non-Equity Incentive Plan Awards. These amounts reflect the potential threshold, target and maximum
annual incentive bonus awards payable to our named executive officers under the Executive Management Bonus Plan for fiscal 2010. Amounts shown are calculated as a percentage of year-end base salary ($1,300,000 for Mr. Schultz; $550,000 for
Mr. Alstead; $650,000 for Mr. Burrows; $525,000 for Mr. Culver and $400,000 for Ms. Holmes). Threshold amounts for the primary objective goal are based on the achievement of the fiscal 2010 adjusted business unit operating income
(for executives responsible for a single business unit) or

adjusted consolidated operating income (for executives with responsibilities that cross business units) at the threshold amounts of $910.2 million (adjusted U.S. business unit operating income),
$171.0 million (adjusted International business unit operating income), and $1,010.4 million (adjusted consolidated operating income), permitting a payout of 10% of the portion of the total bonus attributable to achievement of the primary objective
goal under the Executive Management Bonus Plan. The threshold amount for the secondary objective goal is based on the achievement of the fiscal 2010 adjusted earnings per share at the threshold of $0.87, permitting a payout of 10% of the portion of
the total bonus attributable to achievement of the secondary objective goal under the Executive Management Bonus Plan. The threshold amounts disclosed in the table above assume a 0% payout under the primary objective goal, which modifies the
individual bonus goals to 0%. As such, the amount listed assumes a minimum payout of 10% of the portion of the total bonus attributable to 10% achievement of the secondary objective goal only. See discussion and analysis regarding the Executive
Management Bonus Plan beginning on page 31. Target bonus amounts assume achievement of the objective goals at the target amounts (as described beginning on page 33) and achievement of 100% of individual bonus goals. Maximum bonus amounts
assume achievement of the objective goals at the maximum amount of 200% (as described beginning on page 33) and achievement of 100% of individual bonus goals. The named executive officers received a bonus payout under the Executive Management
Bonus Plan for fiscal 2010 as shown in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table on page 47.

The following table provides information regarding stock options and restricted stock units held by our named executive
officers as of October 3, 2010. No named executive officer has any other outstanding form of equity award.

Stock Awards

Option Awards

NumberofSharesor Unitsof
StockthatHaveNotVested(#)

MarketValue ofShares orUnits ofStock thatHave NotVested($)(1)

Name

GrantDate

Number ofSecuritiesUnderlyingOptions(#)Total Grant

Number ofSecuritiesUnderlyingUnexercisedOptions(#)Exercisable

Number ofSecuritiesUnderlyingUnexercisedOptions(#)Unexercisable

Number ofSecuritiesUnderlyingOptions(#)PreviouslyExercised

OptionExercisePrice($)

OptionExpirationDate

Howard Schultz

11/16/09

(2)

610,224



610,224



22.06

11/16/19





11/16/09

(3)













475,974

12,346,766

11/17/08

(2)

2,714,947

678,737

2,036,210



8.64

11/17/18





11/19/07

(2)

687,113

343,557

343,556



22.87

11/19/17





11/20/06

(2)

544,218

408,164

136,054



36.75

11/20/16





11/16/05

(4)

966,469

966,469





30.42

11/16/15





11/16/04

(5)

1,000,000

1,000,000





27.32

11/16/14





11/20/03

(6)

1,100,000

1,100,000





15.23

11/20/13





9/30/02

(4)

1,024,000

1,024,000





10.32

9/30/12





10/1/01

(4)

1,430,000

1,430,000





7.40

10/1/11





Troy Alstead

11/16/09

(2)

81,363



81,363



22.06

11/16/19





11/16/09

(3)













63,464

1,646,256

12/18/08

(2)

52,910

13,228

39,682



9.59

12/18/18





11/17/08

(2)

66,138

16,535

49,603



8.64

11/17/18

11/17/08

(3)













29,861

774,594

5/8/08

(7)













11,104

288,038

11/19/07

(2)

43,725

21,863

21,862



22.87

11/19/17





11/20/06

(2)

33,120

24,840

8,280



36.75

11/20/16





11/16/05

(4)

26,000

26,000





30.42

11/16/15





11/16/04

(5)

72,000

72,000





27.32

11/16/14





11/20/03

(6)

70,000

70,000





15.23

11/20/13





9/30/02

(4)

45,000

45,000





10.32

9/30/12





10/1/01

(4)

71,000

71,000





7.40

10/1/11





Clifford Burrows

11/16/09

(2)

81,363



81,363



22.06

11/16/19





11/16/09

(3)













63,464

1,646,256

11/17/08

(2)

132,275

33,069

99,206



8.64

11/17/18





11/17/08

(3)













59,722

1,549,189

3/18/08

(2)

37,222

18,612

18,610



18.24

3/18/18





11/19/07

(2)

43,725

21,863

21,862



22.87

11/19/17





9/18/07

(7)













17,966

466,038

11/20/06

(2)

49,679

37,260

12,419



36.75

11/20/16





11/16/05

(4)

60,000

60,000





30.42

11/16/15





11/16/04

(5)

68,500

68,500





27.32

11/16/14





12/12/03

(4)

35,000

35,000





15.87

12/12/13





John Culver

12/15/09

(2)

49,668



49,668



22.73

12/15/19





11/16/09

(2)

56,373



56,373



22.06

11/16/19





11/16/09

(3)













43,970

1,140,582

3/17/09

(2)

51,398

12,850

38,548



11.14

3/17/19





11/17/08

(2)

66,138

16,535

49,603



8.64

11/17/18





11/17/08

(3)













29,861

774,594

5/8/08

(7)













12,113

314,211

11/19/07

(2)

23,945

11,973

11,972



22.87

11/19/17





3/15/07

(2)

20,947

15,711

5,236



29.59

3/15/17





11/20/06

(2)

13,217

9,913

3,304



36.75

11/20/16





11/16/05

(8)

11,000

8,250



2,750

30.42

11/16/15





11/16/04

(9)

28,000

14,000



14,000

27.32

11/16/14





11/20/03

(5)

18,000

4,500



13,500

15.23

11/20/13





Kalen Holmes

12/15/09

(2)

130,378



130,378



22.73

12/15/19





12/15/09

(10)













32,996

855,916

(1)

Value is
calculated by multiplying the number of restricted stock units that have not vested by the closing market price of our stock ($25.94) as of the close of trading on October 1, 2010 (the last trading day prior to our October 3, 2010 fiscal
year-end).

(2)

Options vest in
four equal annual installments (subject to rounding of partial shares), beginning on the first anniversary of the grant date.

Earned performance
RSUs vest 50% on the second anniversary of the grant date and 50% on the third anniversary of the grant date.

(4)

Options vested in
full on the third anniversary of the grant date.

(5)

Options vested in
full on October 1, 2007.

(6)

Options vested in
full on October 1, 2006.

(7)

Time-based RSUs
vest 50% on the second anniversary of the grant date and 50% on the fourth anniversary of the grant date.

(8)

Options vested in
full on the fourth anniversary of the grant date.

(9)

Options vested in
full on October 1, 2008.

(10)

Time-based RSUs
vest in four equal installments (subject to rounding of partial shares) beginning on the first anniversary of the grant date.

2010 Fiscal Year-End Option Values

The table
below shows the total value of both vested and unvested in-the-money stock options for each named executive officer as of the end of fiscal 2010. Value is calculated as the difference between the aggregate exercise price of the options and the
aggregate market value of the shares of underlying common stock as of the close of trading on October 1, 2010 (the last trading day prior to our October 3, 2010 fiscal year-end) calculated based on the closing market price of our stock on
that day ($25.94). There is no guarantee that, if and when these options are exercised, they will have this value.

Name

Vested ($)

Unvested ($)

Howard Schultz

67,084,950

38,648,819

Troy Alstead

3,338,393

1,889,738

Clifford Burrows

1,135,151

2,242,365

John Culver

561,188

1,843,558

Kalen Holmes

0

418,513

Fiscal 2010 Option Exercises and Stock Vested

The following table provides information regarding stock options that were exercised by our named executive officers and stock awards
(restricted stock units) that vested during fiscal 2010. Option award value realized is calculated by subtracting the aggregate exercise price of the options exercised from the aggregate market value of the shares of common stock acquired on the
date of exercise. Stock award value realized is calculated by multiplying the number of shares shown in the table by $27.04, which was the closing price of our stock on May 10, 2010, the first trading date after the stock awards vested on
May 8, 2010. As illustrated by the Grant Date column in the table below, Value Realized on Exercise and Value Realized on Vesting represent long-term gain over many years; we do not consider it part of fiscal 2010 compensation.

The named executive officers are eligible to participate in the Management Deferred Compensation Plan, a nominally funded, non-qualified
plan, the benefits of which are paid by Starbucks out of our general assets. The plan is subject to the requirements of Section 409A of the Internal Revenue Code. In September 2008, the board of directors approved an amended and restated plan
document to conform it to Section 409A requirements effective January 1, 2009. Deferred compensation earned prior to 2005 is not subject to Section 409A requirements and continues to be governed under the terms of the plan and the tax
laws in effect on or before December 31, 2004, as applicable.

We maintain a trust agreement with an independent trustee
establishing a rabbi trust for the purpose of funding benefits payable to participants (including each of our named executive officers) under our Management Deferred Compensation Plan. It is currently funded with a nominal amount of cash.

Deferrals

Participants may defer up to 70% of base salary and 95% of bonuses paid under the Executive Management Bonus Plan. In addition, prior to
January 1, 2011, certain participants were eligible to receive matching contributions from Starbucks to replace the similar benefits not available to them under our 401(k) plan due to limitations imposed by the Internal Revenue Code and the
401(k) plan document. In December 2008, the board of directors approved changing the matching contributions under the Management Deferred Compensation Plan (and our 401(k) plan) from a fixed formula to a discretionary arrangement effective
January 1, 2009. For the Plan year ending December 31, 2009, the board of directors approved matching contributions equal to 25% to 150% of the first 4% of eligible pay deferred into the Management Deferred Compensation Plan. The actual
amount of matching contributions was based on the participants credited months of service with Starbucks, calculated utilizing the same formula as provided for under our 401(k) plan. The participant generally must be employed on the last day
of the calendar year to receive matching contributions, unless he or she retires at or after age 65, becomes disabled or dies during the year, in which case the match will be credited to the participants account. No named executive
officer was retirement-eligible under the Management Deferred Compensation Plan during fiscal 2010. In June 2010, the board of directors approved the calendar year 2010 matching contribution at the same rate provided for in calendar year 2009.

Also in June 2010, the board of directors approved an amendment and restatement of the Management Deferred Compensation Plan,
which eliminates matching contributions to the plan effective beginning with calendar year 2011.

Earnings

As a nominally funded, non-qualified plan, the Management Deferred Compensation Plan uses measurement benchmarks to credit earnings on
compensation deferred under the plan. Those measurement benchmarks are based on the investment funds listed below, which are the same funds available under our 401(k) plan. Participants select which measurement funds they wish to have their account
allocated to and may change how deferred compensation is allocated to the measurement funds at any time, subject to certain redemption fees and other limitations imposed by frequent trading restrictions and plan rules. Changes generally become
effective as of the first trading day following the change.

Each blend investment option contains a diversified mix of the other individual investment options.

In-Service Withdrawals and Distributions

At the time of making the deferral election for a particular year, a participant elects when the associated deferred compensation will be distributed. In general, the participant can receive scheduled
in-service withdrawals or hardship withdrawals while still employed or have distributions paid on separation from service. The specific distribution options depend on whether the deferred compensation was earned before or after
January 1, 2005 and is subject to other plan rules, including those discussed below. A participant may receive potentially three types of in-service withdrawals:

1.

A participant may designate a scheduled payment of his or her deferral accounts (excluding matching contributions) at the time of his or her deferral election. The
scheduled payment date cannot occur until after the deferred compensation has been in the plan for three years (for compensation earned on and after January 1, 2005) or five years (for compensation earned prior to January 1, 2005).

2.

A participant may request an in-service withdrawal if he or she experiences a qualifying hardship.

3.

Only with respect to pre-2005 deferred compensation, a participant may request an in-service withdrawal for any reason by paying a 10% penalty.

For separation from service distributions, account balances resulting from the Company match and deferred
compensation earned on and after January 1, 2005 can be paid either in a lump sum or in up to 10 annual installments, in each case beginning within 60 days of separation or one year after separation. If a participant is considered a
specified employee on his or her separation date, Section 409A requires that the payments be delayed for six months after such separation date. Account balances resulting from pre-2005 deferred compensation can be distributed either
in a lump sum within 60 days of separation or, if the participant is at least age 65 on his or her separation date, in up to 10 annual installments.

Distribution elections with respect to account balances from deferred compensation earned on and after January 1, 2005 can be changed up to two times, provided the new election occurs at least one
year prior to the original payment date and results in an additional payment delay of five years. The participant also must make a one-year advance election to change distribution elections for pre-2005 deferred compensation.

The following table shows contributions, earnings, withdrawals and distributions during fiscal 2010 and the account balances as of
October 3, 2010 for our named executive officers under the Management Deferred Compensation Plan. In addition, the table shows the aggregate balance at fiscal year-end of Mr. Schultzs deferred stock units under the 1997 Deferred
Stock Plan as described on page 40. None of the other named executive officers have deferred stock units.

Name

ExecutiveContributionsinFiscal 2010($)(1)

StarbucksContributionsin Fiscal 2010($)(2)

AggregateEarnings(Loss)in Fiscal2010($)(3)

AggregateWithdrawals/DistributionsinFiscal 2010($)

AggregateBalance atFiscal 2010Year-End($)(4)

Howard Schultz

51,232

14,700

22,922



291,250

deferred stock units





20,738,464

(5)



88,045,133

(6)

Troy Alstead





82,391

(314,294

)

538,668

Clifford Burrows

244,959

7,969

12,410



286,177

John Culver

144,540

7,350

41,710



529,320

Kalen Holmes











(1)

These amounts were also included in the Salary and/or Non-Equity Incentive Plan Compensation columns in the Summary Compensation Table on
page 47.

(2)

These amounts were reported as All Other Compensation in the Summary Compensation Table on page 47 and as Retirement Plan Contributions in
the Fiscal 2010 All Other Compensation Table on page 48.

(3)

We do not provide above-market or preferential earnings on Management Deferred Compensation Plan contributions, so these amounts were not reported in the Summary
Compensation Table. Management Deferred Compensation Plan participants can select only from among the same investment funds as are available under our 401(k) plan.

(4)

Of these balances, the following amounts were reported in Summary Compensation Tables in prior-year proxy statements beginning with the 2007 proxy statement:
Mr. Schultz  $161,458; Mr. Alstead  $0; Mr. Burrows  $48,749; Mr. Culver  N/A; and Ms. Holmes  N/A. The information in this footnote is provided to clarify the extent to
which amounts payable as deferred compensation represent compensation reported in our prior proxy statements, rather than additional currently earned compensation.

(5)

Aggregate earnings for fiscal 2010 is the difference between the aggregate balance at fiscal 2009 year-end ($67,306,669) and the aggregate balance at fiscal 2010
year-end and is attributable to appreciation in the price of our stock during fiscal 2010.

(6)

The aggregate balance at fiscal year-end for deferred stock units is calculated by multiplying deferred stock units of 3,394,184 by the closing market price of our
stock on October 1, 2010 ($25.94). Mr. Schultz is entitled to receive cash dividends on the deferred stock units. Cash dividends declared and paid by the Company are paid directly to Mr. Schultz in accordance with the 1997 Deferred
Stock Plan.

Potential Payments Upon Termination or Change in Control

We do not provide special change-in-control benefits to executives. Our only change-in-control arrangement, which applies to all
partners, is accelerated vesting of certain equity awards. We do, however, occasionally offer a severance benefit arrangement for new senior executives to provide for one years base salary if we terminate his or her employment for any reason
other than cause (which generally requires misconduct) within one year of the executives hire date. We may also offer a severance benefit arrangement for

terminated or separated executives as part of a negotiated termination of employment in exchange for a release of claims against the Company and other covenants determined to be in the best
interests of the Company. None of our named executive officers for fiscal 2010 had any such severance benefit arrangement.

Equity
Acceleration

Acceleration Upon Change in Control. No named executive officer is entitled to
any payment or accelerated benefit in connection with a change in control of Starbucks, or a change in his responsibilities following a change in control, except for accelerated vesting of stock options and restricted stock units granted under our
2005 Key Employee Plan. The 2005 Key Employee Plan has detailed definitions of change in control and resigning for good reason. Generally speaking, a change in control occurs if (i) we sell or liquidate all our assets;
(ii) someone acquires 25% or more of our stock without prior approval of our board of directors; (iii) a majority of our directors is replaced in any 36-month period other than by new directors approved by existing directors; or
(iv) Starbucks is not the surviving company after any merger.

The 2005 Key Employee Plan is a double trigger
plan, meaning that unvested stock options and unvested restricted stock units vest immediately only if (i) there is a change in control and (ii) if stock options and restricted stock units are assumed or substituted with stock options or
restricted stock units of the surviving company, the partner is terminated or resigns for good reason within one year after the change in control. Generally speaking, a resignation is for good reason if it results from the resigning
partner: (i) having materially reduced responsibilities; (ii) being placed in a new role that is inconsistent with the pre-change-in-control role; (iii) having his or her base salary or target incentive compensation reduced; or
(iv) having his or her primary work location moved by more than 50 miles. If stock options or restricted stock units are not assumed or substituted with stock options or restricted stock units of the surviving company, they vest
immediately upon a change in control. We believe double-trigger acceleration is appropriate because vesting is accelerated only if the retention purpose of time-vested equity compensation is defeated, which occurs upon a change in
control only for partners who lose their long-term incentive compensation opportunity because the acquiring company does not assume or substitute awards or the partners lose their jobs or resign for good reason. Performance RSUs granted are treated
in the same manner as restricted stock units noted above once the performance period is complete and the amount of award is determined. Prior to completion of the performance period, performance RSUs do not accelerate upon a change in control and
are forfeited if not assumed or substituted with awards of the surviving company.

Acceleration Upon Retirement or
Death. The vesting of all options accelerates in full upon the voluntary termination of employment of any partner who satisfies the criteria for retirement under the 2005 Key Employee Plan, meaning the partner
is at least 55 years old and has a minimum of 10 years of credited service with Starbucks, unless otherwise provided in the grant agreement. Vesting of all options also accelerates upon the partners death. Restricted stock units do
not accelerate upon retirement or death.

The following table shows the estimated potential incremental value of additional
stock options and restricted stock units that would have vested for our named executive officers as of October 1, 2010 (the last business day of fiscal 2010) under the acceleration scenarios described above. For stock options, the value is
based on the difference between the aggregate exercise price of all accelerated options and the aggregate market value of the underlying shares as of October 1, 2010 calculated based on the closing market price of our stock on that day
($25.94). Accelerated restricted stock unit award value is calculated by multiplying the number of accelerated shares by the closing market price of our stock on October 1, 2010 ($25.94). Of the named executive officers, only Mr. Schultz
satisfied the criteria for retirement under the 2005 Key Employee Plan as of October 1, 2010. Mr. Schultz has voluntarily waived accelerated vesting of options upon termination of employment at or after the age 55 and with
at least 10 years of service for each stock option grant he has received since he has been retirement eligible. Mr. Schultz agreed to forgo this accelerated retirement vesting so the Company would not be required to similarly accelerate
the recognition of expense for the award in our financial statements.

Due to the number of factors that affect the nature and amount of any benefits provided upon
the events discussed below, any actual amounts paid or distributed may be different. Factors that could affect these amounts include the time during the year of any such event, the Companys stock price and the executives age.

Value of Accelerated Equity Awards ($)

Name

Change
inControlOnly

Change inControlwith
NoReplacementEquity

Change
inControlplusQualifyingTermination

Death

Retirement

Howard Schultz



44,819,867

44,819,867

38,648,819



Troy Alstead



3,775,498

3,775,498

1,889,737



Clifford Burrows



5,080,720

5,080,720

2,242,366



John Culver



3,502,654

3,502,654

1,843,558



Kalen Holmes



1,274,430

1,274,430

418,513



The following table
shows the estimated potential aggregate amounts our named executive officers could have realized from stock options, restricted stock units and Management Deferred Compensation Plan account distributions if their employment terminated as of the last
business day of fiscal 2010, other than for misconduct (which could cause forfeiture of all vested stock options and Company match contributions under the Management Deferred Compensation Plan), both including and excluding amounts from accelerated
vesting of stock options and restricted stock units as detailed in the table above. The Total  No Acceleration column assumes none of the acceleration scenarios covered above has occurred. The Total  With
Acceleration column assumes acceleration of all unvested stock options and restricted stock units under one or more of the scenarios covered above.

Due to the number of factors that affect the nature and amount of any benefits provided upon the events discussed below, any actual amounts paid or distributed may be different. Factors that could affect
these amounts include the time during the year of any such event, the Companys stock price, earnings under the Management Deferred Compensation Plan and the executives age.

Name

AggregateValue
ofVestedEquityAwards ($)

ManagementDeferredCompensationPlanAccountBalances($)(1)

Total 
NoAcceleration ($)

AggregateValue
ofUnvestedEquityAwards ($)

Total 
WithAcceleration ($)

Howard Schultz

67,084,950

291,250

67,376,200

44,819,867

112,196,067

Troy Alstead

3,338,393

538,668

3,877,061

3,775,498

7,652,559

Clifford Burrows

1,135,151

286,177

1,421,328

5,080,720

6,502,048

John Culver

561,188

529,320

1,090,508

3,502,654

4,593,162

Kalen Holmes







1,274,430

1,274,430

(1)

These amounts are also shown in the Aggregate Balance at Fiscal 2010 Year-End column of the Fiscal 2010 Nonqualified Deferred Compensation
table on page 56 and are shown assuming payment in a single lump sum regardless of individual elections to receive payment over time.

As discussed below in Proposal 5, we are asking shareholders to
approve an amendment and restatement to the Starbucks Corporation 2005 Long-Term Equity Incentive Plan (the Plan), including an increase in the number of authorized shares under the plan. Separate from the approval of the amendment and
restatement to the Plan, in this Proposal 4 we are asking shareholders to approve revised performance criteria under the Plan so that performance-based awards under the Plan can be tax deductible for the Company. If this Proposal 4 is
approved, the Plan will be amended to reflect the revised performance criteria described below under Description of the Business Criteria on which the Performance Goal Is Based. Other than the revised performance criteria, shareholders
are not being asked under this Proposal 4 to approve any amendments to the Plan or to approve the Plan itself. In particular, shareholders are not being asked to approve an increase in the number of shares available for grant under the Plan under
this Proposal 4. This Proposal 4 is separate from, and not contingent upon shareholder approval of, Proposal 5, in which we are asking shareholders to approve an amendment and restatement of the Plan, including an increase in the
number of authorized shares under the plan.

The Plan is structured in a manner such that awards granted under it can satisfy
the requirements for performance-based compensation within the meaning of Section 162(m) (Section 162(m)) of the Internal Revenue Code of 1986 (the Code). See the discussion on tax deductibility of
executive compensation beginning on page 45. In general, under Section 162(m), in order for the Company to be able to deduct compensation in excess of $1,000,000 paid in any one year to the Companys chief executive officer or any of the
Companys three other most highly compensated executive officers (other than the Companys chief financial officer), such compensation must qualify as performance-based. One of the requirements of performance-based
compensation for purposes of Section 162(m) is that the material terms of the performance goals under which compensation may be paid be disclosed to and approved by the Companys shareholders every five years. For purposes of
Section 162(m), the material terms include (i) the individuals eligible to receive compensation, (ii) a description of the business criteria on which the performance goal is based, and (iii) the maximum amount of compensation
that can be paid to an individual under the performance goal. Each of these aspects is discussed below, and shareholder approval of this Proposal 4 constitutes approval of each of these aspects of the Plan for purposes of the approval
requirements of Section 162(m).

The following summary of certain material terms of the Plan are qualified in their
entirety by reference to the complete text of the Plan (which also includes the changes to the Plan described below in Proposal 5), which is set forth in Appendix A to this proxy statement. Shareholders should refer to the summary of
other material terms of the Plan discussed below in Proposal 5.

Individuals Eligible to Receive Compensation

The Compensation Committee will administer the Amended Plan, with certain actions subject to the review and approval of
the full Board or a panel consisting of all of the independent directors (the Administrator). Any person who is a partner, officer, consultant or director of the Company or any subsidiary of the Company will be eligible for selection by
the Administrator for the grant of awards under the Plan. Options intended to qualify as incentive stock options within the meaning of Section 422 of the Code only may be granted to partners of the Company or any subsidiary.

Description of the Business Criteria on which the Performance Goal Is Based

Awards of restricted stock and RSUs that are intended to qualify as performance-based compensation within the meaning of
Section 162(m) of the Code will be subject to the attainment of performance goals relating to the performance criteria selected by the Administrator. Performance goals must be based solely on one or more of the following business criteria (as
selected and defined by the Administrator): (i) cash flow; (ii) earnings

per share, as adjusted for any stock split, stock dividend or other recapitalization; (iii) earnings measures; (iv) return on equity; (v) total shareholder return; (vi) share
price performance, as adjusted for any stock split, stock dividend or other recapitalization; (vii) return on capital; (viii) revenue; (ix) income; (x) profit margin; (xi) return on operating revenue; (xii) brand
recognition/acceptance; (xiii) customer satisfaction; (xiv) productivity; (xv) expense targets; (xvi) market share; (xvii) cost control measures; (xviii) inventory turns or cycle time; (xix) balance sheet metrics;
or (xx) strategic initiatives; provided, however, that Performance Criteria shall include any derivations of these Performance Criteria (e.g., income shall include pre-tax income, net income, operating income, etc.). Any of these
performance criteria may be used to measure the performance of the Company as a whole or any business unit or division of the Company. Performance criteria may be stated in absolute terms or relative to comparison companies or indices to be achieved
during a period of time.

The Administrator may provide, at the time it establishes performance goals for any award, that any
evaluation of performance shall include or exclude any one or more of the following events that occurs during a performance period: (i) significant acquisitions or dispositions of businesses or assets by the Company, (ii) litigation or
claim judgments or settlements; (iii) the effect of changes in tax laws, accounting principles, or other laws or provisions affecting reported results; (iv) any reorganization and restructuring programs; (v) extraordinary items as
described in FASB Accounting Standards Codification Section 225-20-20; (vi) significant, non-recurring charges or credits; and (vii) foreign exchange rates. To the extent such inclusions or exclusions affect awards to covered
employees within the meaning of Section 162(m) of the Code, they shall be prescribed in a form that satisfies the requirements for performance-based compensation within the meaning of Section 162(m)(4)(C) of the Code, or
any successor provision thereto.

Maximum Amount of Compensation that Can Be Paid to an Individual Under the
Performance Goal

Subject to certain adjustments, the aggregate number of shares subject to awards granted under the Plan
during any one year to any one participant will not exceed 3,500,000. The Administrator shall adjust the maximum annual individual award limit in the case of a stock split, stock dividend, recapitalization, combination of shares, exchange of shares
or other change affecting the outstanding shares of Starbucks common stock without the Companys receipt of consideration, in order to prevent dilution or enlargement of the benefits or potential benefits intended to be provided under the Plan.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THE REVISED PERFORMANCE CRITERIA UNDER THE 2005 LONG-TERM
EQUITY INCENTIVE PLAN.

PROPOSAL 5  APPROVAL OF AMENDED AND RESTATED 2005 LONG-TERM
EQUITY INCENTIVE PLAN, INCLUDING AN INCREASE IN THE NUMBER OF AUTHORIZED SHARES UNDER THE PLAN

Overview

On December 16, 2010, the board of directors adopted, subject to shareholder approval, an amendment and restatement
of the Starbucks Corporation 2005 Long-Term Equity Incentive Plan (as amended and restated, the Amended Plan), which originally was approved by shareholders at the 2005 Annual Meeting of Shareholders (as originally approved, the
Plan). The board recommends that the Companys shareholders approve the Amended Plan because it believes that partner, officer and non-employee director ownership in the Company serves the best interests of all shareholders by
promoting a focus on long-term increase in shareholder value. The Amended Plan continues to support this goal by increasing the flexibility the Company has in awarding equity-based compensation that meets the ongoing objective of aligning
compensation with shareholder value. The Amended Plan permits the grant of stock options (including nonqualified stock options and incentive stock options), stock appreciation rights (SARs), restricted stock and restricted stock units
(RSUs).

We have designed the Amended Plan to include a number of provisions that we believe promote best practices by reinforcing the alignment
between equity compensation arrangements for non-employee directors, officers, partners and other service providers and shareholders interests. These provisions include, but are not limited to, the following:



No Discounted Options or SARs. Stock options and SARs may not be granted with exercise prices lower than the fair market
value of the underlying shares on the grant date.



No Repricing Without Shareholder Approval. At any time when the exercise price of a stock option or SAR above the market
value of the Companys common stock, the Company cannot, without shareholder approval, reprice those awards by reducing the exercise price of such stock option or SAR or exchanging such stock option or SAR for cash, other awards or
a new stock option or SAR at a reduced exercise price.



Minimum Vesting Requirements. Restricted Stock and RSUs are required to meet minimum vesting requirements. Restricted
Stock and RSUs that are not performance-based must have vesting periods over at least three years with certain limited exceptions. If awards are performance-based, then performance must be measured over a period of at least one year.



No Liberal Share Recycling. Shares retained by or delivered to the Company to pay the exercise price or withholding
taxes in connection with the exercise of an outstanding stock option or SAR, unissued shares resulting from the settlement of SARs in stock, and shares purchased by us in the open market using the proceeds of option exercises do not become available
for issuance as future awards under the Amended Plan.



No Dividends on Unearned Performance Awards. The Amended Plan prohibits the current payment of dividends or dividend
equivalent rights on unearned performance awards.



Fungible Share Design. Shares issued in connection with Restricted Stock and RSUs count against the number of shares
authorized for issuance under the Amended Plan at a higher rate than shares issued upon exercise of stock options and SARs.

No Transferability. Awards generally may not be transferred, except by will or the laws of descent and distribution,
unless approved by the Compensation Committee.



No Evergreen Provision. There is no evergreen feature pursuant to which the shares authorized for issuance
under the Amended Plan can be automatically replenished.



No Automatic Grants. The Amended Plan does not provide for automatic grants to any participant.



No Tax Gross-ups. The Amended Plan does not provide for any tax gross-ups.

Key Data

The following table includes information regarding outstanding equity awards and shares available for future awards under the Companys equity plans as of October 3, 2010 (and without giving
effect to approval of the Amended Plan under this Proposal 5):

Broad-based equity compensation is an essential and long-standing element of the Companys culture and success. It continues to be a critical element to attract and retain the most talented partners,
officers and directors available to execute the Companys long-term goals. We grant equity-based compensation to partners at all levels of the organization, including eligible part-time partners. As shown in the following table, the
Companys three-year average annual burn rate has been 3.17%, which is below the Institutional Shareholder Services (ISS) burn rate threshold of 4.8% applied to our industry.

Year

OptionsGranted

Time-BasedRSUsGranted

Performance-Based
RSUsEarned(1)

Total

WeightedAverageNumber ofCommonSharesOutstanding

Burn Rate = TotalGranted / CommonSharesOutstanding

2010(2)

14,921,745

212,985

2,654,013

17,788,743

744,400,000

2.39

%

2009(3)

30,883,599

685,483

3,382,831

34,951,913

738,700,000

4.73

%

2008(4)

15,433,547

2,031,357

0

17,464,904

731,500,000

2.39

%

Three-Year Average

3.17

%

(1)

Performance metrics for the performance-based RSUs (PBRSUs) are described in this proxy statement under the heading Compensation
Discussion and Analysis  Determining Executive Compensation at Starbucks  Analysis of Executive Compensation Elements  Long-Term Incentive Compensation.

(2)

PBRSUs granted during fiscal 2010 and subsequently forfeited totaling 90,224 are not included here.

(3)

PBRSUs granted during fiscal 2009 and subsequently forfeited totaling 409,024 are not included here. Options granted during 2009 as part of our
shareholder-approved option exchange program totaling approximately 4.7 million are not included here.

The following summary of the material terms of the Amended Plan are qualified in their entirety by reference to the complete text of the
Amended Plan (which also includes the revised performance criteria described in Proposal 4), which is set forth in Appendix A to this proxy statement.

Administration

The Compensation Committee will administer the Amended
Plan, with certain actions subject to the review and approval of the full Board or a panel consisting of all of the independent directors (the Administrator). Subject to the express terms of the Amended Plan, the Administrator will have
full power and authority to do all things that it determines to be necessary or appropriate in connection with the administration of the Amended Plan, including to determine when and to whom awards will be granted, including the type, amount, form
of payment and other terms and conditions of each award. In addition, the Administrator has the authority to interpret the Amended Plan and the awards granted under the Amended Plan, and establish rules and regulations for the administration of the
Amended Plan. All decisions, determinations, and interpretations of the Administrator regarding the Amended Plan and awards granted under the Amended Plan will be final and binding on all participants and all other persons. The Administrator may
authorize one or more officers of the Company to perform any or all things that the Administrator is authorized and empowered to do or perform under the Amended Plan. In addition, the Administrator may delegate any or all aspects of the day-to-day
administration of the Amended Plan to one or more officers of the Company.

Participants

Any person who is a partner, officer, consultant or director of the Company or any subsidiary of the Company will be eligible for
selection by the Administrator for the grant of awards under the Amended Plan. Options intended to qualify as incentive stock options (ISOs) within the meaning of Section 422 of the Code only may be granted to partners of the
Company or any subsidiary. Approximately 94,000 partners (not including officers), 13 officers and 10 non-employee directors currently qualify to participate in the Plan.

Shares Subject to the Plan and to Awards

Subject to changes in the
Companys capitalization, the aggregate number of shares of Starbucks common stock, par value $0.001 per share (the Common Stock), issuable pursuant to all awards under the Amended Plan will include approximately
27,881,407 shares of Common Stock remaining, as of October 3, 2010, available for future grant under the Amended Plan, plus any shares subject to options granted under the Prior Plans that are terminated, expire unexercised or are
otherwise forfeited, plus an additional 15,000,000 shares of Common Stock for which shareholder approval is being sought; provided that any shares granted under options or SARs will be counted against this limit on a one-for-one basis and any
shares granted as awards other than options or SARs will be counted against this limit as 2.1 shares for every one share subject to such award. The shares issued pursuant to awards granted under the Amended Plan may be shares that are
authorized and unissued or issued shares that were reacquired by the Company. As of January 13, 2011, the closing price of a share of the Common Stock on NASDAQ was $32.41.

Subject to certain adjustments, the aggregate number of shares subject to awards granted under the Amended Plan during any one year to
any one participant will not exceed 5,000,000, and the aggregate number of shares that may be issued pursuant to the exercise of ISOs granted under the Amended Plan will not exceed 21,000,000. The Administrator shall adjust the aggregate number of
shares reserved for issuance under the Amended Plan, the number and class of securities covered by and exercise price under outstanding awards, the maximum annual individual award limit and the maximum aggregate ISO limit in the case of a stock
split, stock dividend, recapitalization, combination of shares, exchange of shares or other change affecting the outstanding shares of Common Stock without the Companys receipt of consideration, in order to prevent dilution or enlargement of
the benefits or potential benefits intended to be provided under the Amended Plan.

For purposes of determining the share limits described in the paragraphs above, the
aggregate number of shares issued under the Amended Plan at any time will equal only the number of shares actually issued upon exercise or settlement of an award. Shares subject to awards that have been canceled, expired, forfeited, settled in cash
or otherwise not issued under an award and shares subject to awards settled in cash will not count as shares issued under the Plan. The plan provides that shares retained by or delivered to us to pay the exercise price or withholding taxes in
connection with the exercise of an outstanding stock option and/or SAR, unissued shares resulting from the net settlement of SARs in stock and shares purchased by us in the open market with the proceeds of exercised stock options do not become
available for issuance as future awards under the plan.

Stock Options

The holder of an option will be entitled to purchase a number of shares of Common Stock at a specified exercise price during a specified
time period, all as determined by the Administrator. The Administrator will establish the exercise price per share under each option, which will not be less than the fair market value (or 110% of the fair market value in the case of ISOs granted to
individuals who own more than 10% of the Common Stock) of a share on the date the option is granted. The Administrator will establish the term of each option, which in no case may exceed a period of ten (10) years from the date of grant (or
five (5) years in the case of ISOs granted to individuals who own more than 10% of the Companys common stock). Options granted under the Amended Plan may be either ISOs or options that are not intended to qualify as ISOs, nonqualified
stock options (NQSOs).

Stock Appreciation Rights

A SAR provides the holder with the right to receive the monetary equivalent of the increase in value of a specified number of shares over a specified period of time after the right is granted. SARs may be
granted to participants either in connection with an award of options (tandem SARs) or not in connection with an award of options (freestanding SARs). The holder of a tandem SAR is entitled to elect between the exercise of
the underlying option for shares of Common Stock or the surrender of the option in exchange for the receipt of a cash payment equal to the excess of the fair market value on the surrender date over the aggregate exercise price payable for such
shares. The holder of stand-alone SARs will be entitled to receive the excess of the fair market value (on the exercise date) over the exercise price for such shares. The Administrator will establish the terms and conditions of SARs. The
Administrator will establish the exercise price per share under each stand-alone SAR, which will not be less than the fair market value of a share on the date the SAR is granted. The Administrator will also establish the term of each SAR, which in
no case may exceed a period of ten (10) years from the date of grant.

Options and SARs issued under the Amended Plan may
not be repriced, replaced, or regranted through cancellation in exchange for cash, other awards, or a new option or SAR at a reduced exercise or base price, or by lowering the exercise price of a previously granted option, except with the prior
approval of the Companys shareholders or in connection with a change in the Companys capitalization.

Restricted Stock and
Restricted Stock Units

Restricted stock is an award or issuance of shares where the grant, issuance, retention, vesting
and/or transferability of which is subject during specified periods of time to such conditions and terms (including continued employment or performance conditions) as the Administrator deems appropriate. RSUs are awards denominated in units of
shares under which the settlement of the award is subject to such conditions and terms (including continued employment or performance conditions) as the Administrator deems appropriate. RSUs may be settled in shares of Common Stock, cash or a
combination of the foregoing, as determined by the Administrator on the grant date. The Administrator will determine whether participants holding shares of restricted stock or RSUs are entitled to receive dividends and other distributions paid with
respect to those shares during the period of restriction, prior to the time such shares are reflected as issued and outstanding shares on the Companys stock ledger. In no event will dividends be paid currently with respect to unearned
performance awards.

Subject to certain exceptions, awards of restricted stock and RSUs that vest solely based on
a participants continuous service may not vest in full earlier than three years from the grant date, and awards of restricted stock and RSUs that vest based on the achievement of performance objectives must be based on performance over a
period of not less than one year, in each case, unless accelerated in the event of a change of control or the participants death, disability or retirement. Notwithstanding the foregoing, the Administrator may grant awards of restricted stock
and RSUs covering up to 5% of the aggregate number of shares authorized for issuance under the Amended Plan without respect to these minimum vesting requirements.

Method of Payment for Awards

The Administrator will determine the form of
payment, if any, for any shares of Common Stock issued in exercise or settlement of an award under the Amended Plan, which may include cash, shares of Common Stock owned by the participant, withholding of shares of Common Stock otherwise issuable
upon exercise or settlement or a broker-assisted cashless exercise.

Termination of Service

Unless otherwise provided by the Administrator and except in the event of a change of control as described below, unvested Awards granted
under the Amended Plan will expire, terminate, or otherwise be forfeited immediately upon termination of a participants service for any reason (except that unvested options will accelerate in the event of a participants retirement or
death), and vested awards gran